Common use of Registration of Transfer and Exchange Clause in Contracts

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as initial Security Registrar for each series of Securities. Securities All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03(b) 3.03 and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Officers' Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a1) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b2) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c3) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b3.03(2) and Section 9.04 not involving any transfer. (d4) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as initial Security Registrar for each series of Securities. Securities All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906, 1107 or otherwise not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areclauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a1) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b2) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c3) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b3.03(2) and Section 9.04 not involving any transfer. (d4) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar Unless otherwise specified in a supplemental indenture, the Trustee is hereby appointed as "Security Registrar" for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)of each series. Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03(b) 3.03 and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than except the unredeemed portion of any such Securities of any series being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Registered Securities issued hereunder (herein hereinafter collectively referred to as the “"Debt Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Registered Securities and the transfers transfer of Registered Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Registered Security at the any office or agency of to be maintained by the Company designated for such purposein accordance with the provisions of Section 4.02, the Company shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Unless and until otherwise determined by the Company initially appoints by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the corporate trust office of the Trustee as Security Registrar and, for each this purpose, the Trustee shall be designated "Registrar". Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. (b) All Registered Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Company, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Company, the Security Trustee and the Registrar, duly executed by the registered holder Registered Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Company's own expense or without expense or without charge to the Holders. The Company and the Security Registrar shall not be required (ia) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (iib) to register the transfer of or exchange any Debt Securities of any series selected, called or portions thereof being called for redemption or surrendered redemption. Prior to the due presentation for repurchase, but not validly withdrawn, other than the unredeemed portion registration of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in any whose name a Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery is registered as the absolute owner of such certificates and other documentation or evidence as are expressly required byDebt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as initial Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Partnership shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Partnership in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Partnership shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Partnership, the Debt Security Register shall be kept at the corporate trust office of the Trustee referred to in Section 13.03 and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Partnership as provided in Section 4.02, and the Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Partnership, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Partnership, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Partnership, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Partnership may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Partnership’s own expense or without expense or without charge to the Holders. The Company and the Security Registrar Partnership shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any series Debt Security, the Partnership, the Subsidiary Guarantors, the Trustee, any paying agent or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than any Registrar may deem and treat the unredeemed portion of any such Securities being redeemed Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Partnership, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Partnership, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areClauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in [____________], for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in [_____________], or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder Holder or by such xxxxxxHxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency of to be maintained by the Company designated for such purposein accordance with the provisions of Section 4.02, the Company shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company initially appoints by resolution of the Board of Trustees, the Debt Security Register shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Company, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Company, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Company’s own expense or without expense or without charge to the Holders. The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any series Debt Security, the Company, the Subsidiary Guarantors, the Trustee, any paying agent or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than any Registrar may deem and treat the unredeemed portion of any such Securities being redeemed Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Company, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Company, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as initial Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, kept at its office or agency designated for such purpose the Corporate Trust Office of the Trustee a register or registers (the register maintained in such office being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture provided. If in accordance with Section 301(6), the Company designates a transfer agent (in addition to the “Security Registrar”)) with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall executeexecute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities. If the Securities of any series are to be redeemed in part, other than exchanges neither the Trustee nor the Company shall be required, pursuant to the provisions of this Section 2.06305, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities Security so selected for redemption, in whole or in part, except, in the case of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being Security to be redeemed in part or part, any portion not surrendered for repurchase, as the case may beto be redeemed. The provisions of this Section 2.05 areClauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may The Corporation shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company designated for such purpose, for other Securities Corporation in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated Corporation in a Place of Payment for such purposethat series, the Company Corporation shall execute, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The Company initially appoints At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Corporation shall execute, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Corporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company Corporation or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or Corporation and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer or exchange of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1106 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The Company and are to be redeemed, the Security Registrar Corporation shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areClauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series Bonds may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposeBond Registrar (as defined herein), for other Securities of such series Bonds of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities Bonds so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Bond or Securities of the same series Bonds that the Securityholder Bondholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose by the Company, a register or registers (herein referred to as the “Security Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Bond Registrar shall register the Securities Bonds and the transfers of Securities Bonds as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Bonds and transfer of Securities Bonds as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture an authorized signatory of the Company (the “Security Bond Registrar”). The initial Bond Registrar is UMB Bank, n. a. Upon surrender for transfer of any Security certificated Bond at the office or agency of the Company designated for such purposeBond Registrar or upon receipt of the written request of the registered holder of any uncertificated Bonds together with all documentation required by law or a reasonably requested by the Bond Registrar, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series Bond as the Security Bond presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities uncertificated and certificated Bonds presented or surrendered for exchange or registration of transfertransfer (or with respect to uncertificated Bonds, requested to be transferred), as provided in this Section, shall be accompanied (if so required by the Company or the Security Bond Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Bond Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. For the avoidance of doubt, in purchasing any uncertificated Bonds, the bondholders of such uncertificated Bonds and the Company expressly acknowledge and agree that the transfer requirements with respect to certificated Bonds may be imposed for the transfer of any uncertificated Bonds and the transfer of any uncertificated Bonds shall be in accordance with any SEC regulations or other applicable laws, if any. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecurityBonds, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.04, Section 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities Bonds during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series Bonds and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof Bonds called for redemption redemption. (d) The transfer and exchange of beneficial interests in the Bonds represented by global notes will be effected through the respective Depositary, in accordance with the procedures of the Depository. (e) At any time prior to cancellation of a Bond, if any beneficial interest in a Bond represented by a global note is exchanged for or surrendered transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Bond, the registered holder of the such Bond will provide written direction to the Trustee to reduce the principal amount represented by such Bond held by the Depository and an endorsement will be made on such Bond by the Trustee or by the respective Depositary to reflect such reduction; and if the beneficial interest is being exchanged for repurchaseor transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Bond, but not validly withdrawn, the registered holder of such Bond will provide written direction to the Trustee to increase such other than Bond and an endorsement will be made on such Bond by the unredeemed portion of any such Securities being redeemed in part Trustee or not surrendered for repurchase, as by the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofrespective Depositary. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance may conclusively rely upon any such written direction from the registered holders received in accordance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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 hereofSection.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. The Company initially appoints the Trustee as initial Security Registrar for each series of Securities. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (ia) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iib) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areclauses (a), with respect (b), (c) and (d) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i1) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii2) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as initial Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a1) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b2) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c3) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as initial Security Registrar for each series of Securities. Securities All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “Security Register”"SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906, 1107 or 1203 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areClauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areClauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company in the continental United States of America designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, kept at its office or agency in the continental United States of America designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Issuers shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Issuers by resolutions of each Issuer’s Board of Directors, the Debt Security Register shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Issuers as provided in Section 4.02, and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Issuers, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Issuers, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Issuers, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Issuers’ own expense or without expense or without charge to the Holders. The Company and the Security Registrar Issuers shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any series Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than any Registrar may deem and treat the unredeemed portion of any such Securities being redeemed Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it they may prescribe, the Company Issuers shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Issuers shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Issuers pursuant to a Board Resolution of each of the Issuers, the register of the Issuers for the purpose of registration, exchange or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Issuers as provided in Section 4.02, and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Issuers, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Issuers, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Issuers, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Issuers’ own expense or without expense or without charge to the Holders. The Company and the Security Registrar Issuers shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any series Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than any Registrar may deem and treat the unredeemed portion of any such Securities being redeemed Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall register provide for the registration of all Debt Securities and the transfers registration of transfer and exchange of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Issuers shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Issuers by resolutions of each Issuer’s Board of Directors, the Debt Security Register shall be kept at the corporate trust office of the Trustee referred to in Section 13.03 and, for this purpose, the Trustee referred to in Section 13.03 shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Issuers as provided in Section 4.02, and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Issuers, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Issuers, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon registration of transfer of Debt Securities shall be the valid obligations of the Issuers, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Issuers’ own expense or without expense or without charge to the Holders. The Company and the Security Registrar Issuers shall not be required to (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing of notice of redemption of Debt Securities of any such series or portions thereof (ii) register the transfer of or exchange any Debt Securities selected, called or being called for redemption or surrendered for repurchase, but not validly withdrawn, other than redemption; except the unredeemed portion of any such Securities being redeemed Debt Security not so selected or called. Prior to the due presentation for registration of transfer of any Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Partnership shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “"Debt Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Partnership in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Partnership shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, exchanged for, bearer securities. Unless and until otherwise determined by the Partnership by resolution of the Board of Directors, the register of the Partnership for the purpose of registration, exchange or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar." Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Partnership as provided in Section 4.02, and the Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Partnership, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Partnership, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Partnership, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Partnership may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Partnership's own expense or without expense or without charge to the Holders. The Company and the Security Registrar Partnership shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities of any series selected, called or portions thereof being called for redemption or surrendered redemption. Prior to the due presentation for repurchase, but not validly withdrawn, other than the unredeemed portion registration of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Debt Security, the Partnership, the Trustee, any paying agent or any Registrar may deem and treat the Person in any whose name a Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery is registered as the absolute owner of such certificates and other documentation or evidence as are expressly required byDebt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Partnership, the Subsidiary Guarantors, the Trustee, any paying agent or Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Partnership, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, The City of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, The City of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article provided II PROVIDED and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution or Supplemental Indenture (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, Section 3.03(b3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such sending, mailing; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption redemption. (e) Debentures may only be transferred, in whole or surrendered for repurchasein part, but not validly withdrawn, other than in accordance with the unredeemed portion of any such Securities being redeemed terms and conditions set forth in part this Indenture. Any transfer or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 purported transfer of any interest Debenture not made in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates accordance with this Indenture shall be null 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 hereofvoid.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, The City of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, The City of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar Company may appoint one or more co-registrars for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). The Company initially appoints the Trustee as the Security Registrar. Upon surrender for the registration of transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company Company, the Trustee or the Paying Agent may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b3.04(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending transmittal of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor transmittal or (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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 hereof2.11.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of the Company designated Payment for such purposethat series, the Company shall execute, and the Trustee shall authenticate and such office deliver or agency shall deliver make available for delivery, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for series, of any authorized denominations and of a like aggregate principal amountamount and tenor. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, and the Trustee as Security Registrar shall authenticate and deliver or make available for each series of Securitiesdelivery, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company Company, the Security Registrar or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or Company, the Security RegistrarRegistrar and the Trustee duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of or exchange Securities of any Securities series during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same that series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (ii) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part part. Notwithstanding the foregoing, any Book-Entry Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than the Depositary for such Security or not surrendered its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for repurchasesuch Book-Entry Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the case may be. The provisions Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of this Section 2.05 are, Default with respect to the Securities. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any Global other provision in this Indenture, unless and until it is exchanged in whole or in part for Securities that are not in the form of a Book-Entry Security, subject to Section 2.11 hereof. The Trustee shall have no obligation a Book-Entry Security may not be transferred or duty to monitor, determine or inquire exchanged except as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law a whole by the Depositary with respect to any transfer of any interest in any such Book-Entry Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery a nominee of such certificates and other documentation Depositary or evidence as are expressly required by, and by a nominee of such Depositary 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 hereofsuch Depositary or another nominee of such Depositary.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in [_____________], for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in [_____________], or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder Holder or by such xxxxxxHxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03(b) 3.03 and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in [____________], for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in [_____________], or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder Holder or by such xxxxxxXxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03(b) 3.03 and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided provided. Notwithstanding anything herein to the contrary, there shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “only one Security Registrar”)Register with respect to each series of Securities. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, and the Trustee shall authenticate and such office deliver or agency shall deliver make available for delivery, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for series, of any authorized denominations and of a like aggregate principal amountamount and tenor. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, and the Trustee as Security Registrar shall authenticate and deliver or make available for each series of Securitiesdelivery, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company Company, the Security Registrar or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or Company, the Security RegistrarRegistrar and the Trustee duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of or exchange Securities of any Securities series during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same that series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (ii) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part part. Notwithstanding the foregoing, any Book-Entry Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than the Depositary for such Security or not surrendered its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for repurchasesuch Book-Entry Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended and the case may be. The provisions Company does not appoint a successor Depositary within 90 days after receipt by it of this Section 2.05 aresuch notice or after it becomes aware of such cessation, (ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any Global other provision in this Indenture, unless and until it is exchanged in whole or in part for Securities that are not in the form of a Book-Entry Security, subject to Section 2.11 hereof. The Trustee shall have no obligation a Book-Entry Security may not be transferred or duty to monitor, determine or inquire exchanged except as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law a whole by the Depositary with respect to such Book-Entry Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. None of the Company, the Trustee, any transfer Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of any interest in any Security (including any transfers between the records relating to or among Depositary participants or payments made on account of beneficial owners of ownership interests in a Book-Entry Security or for maintaining, supervising or reviewing any Global Security) other than records relating 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 hereofbeneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, kept at its office or agency designated for such purpose the Corporate Trust Office of the Trustee a register or registers (the register maintained in such office being herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of the Company designated Payment for such purposethat series, the Company shall execute, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for series, of any authorized denominations and of a like aggregate principal amountamount and tenor, each such Security having endorsed thereon a Guarantee duly executed by the Guarantor. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, each such Security having endorsed thereon a Guarantee duly executed by the Guarantor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. (d) . The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of or exchange Securities of any Securities series during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same that series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (ii) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part part. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or not surrendered a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for repurchaseall purposes of this Indenture. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than the Depositary for such series or its nominee if, but only if, (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such series or at any time ceases to be a clearing agency registered as such under the Exchange Act, as amended, and the case may be. The provisions Company and/or the Guarantor notify the Trustee that they are unable to locate a qualified successor Depositary, (ii) the Company and/or the Guarantor executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of this Section 2.05 are, Default with respect to any Global Security, subject to Section 2.11 hereof. 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 the Securities of any interest in any Security (including any transfers between or among Depositary participants or such series and beneficial owners of interests in any Global Security) other the Securities evidencing not less than to require delivery 50% of the aggregate unpaid principal amount of the Securities of such certificates series advise the Trustee and the Depositary through participants in writing that the continuation of a book-entry system is no longer in the best interests of the beneficial owners of the Securities of such series. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, provision of this Indenture, and a Global Security may not be transferred except as a whole by the Depositary for such Global Security to examine the same a nominee of such Depositary or by a nominee of such Depositary to determine substantial compliance as to form with the express requirements hereofsuch Depositary or another nominee of such Depositary.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver make available for delivery in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, Section 3.03(b3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such sending, mailing; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, redemption. (e) Notwithstanding any other than the unredeemed portion provision of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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, transfers and exchanges of Debentures and beneficial interests in a Global Security shall be made only in accordance with this Section 2.6(e). (i) A Debenture that is not a Global Security may be transferred, in whole or in part, to examine a Person who takes delivery in the same to determine substantial compliance form of another Debenture that is not a Global Security as to form with the express requirements hereofprovided in this Section 2.6. (ii) A beneficial interest in a Global Security may be exchanged for a Debenture that is not a Global Security as provided in Section 2.7A.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, purpose for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose or such other location designated by the Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture as established in one or more indentures supplemental hereto (the “Security "Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, paragraph (b) of Section 3.03(b) 3.03 and Section 9.04 not involving any transfer, if applicable. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution or Supplemental Indenture (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, Section 3.03(b3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such sending, mailing; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption redemption. (e) Debentures may only be transferred, in whole or surrendered for repurchasein part, but not validly withdrawn, other than in accordance with the unredeemed portion of any such Securities being redeemed terms and conditions set forth in part this Indenture. Any transfer or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 purported transfer of any interest Debenture not made in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates accordance with this Indenture shall be null 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 hereofvoid.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by a Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i1) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii2) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section Sections 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 2.1 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.6, Section 3.03(b3.3(b) and Section 9.04 9.4 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906, 1107 or otherwise not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areclauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Debt Securities of any series may be exchanged upon presentation thereof at the office Corporate Trust Office or agency of such other location designated by the Company designated for such purpose, pursuant to Section 4.2 for other Debt Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Debt Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Debt Security or Debt Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office the Corporate Trust Office or agency such other location designated for such purpose by the Company pursuant to Section 4.2 a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Debt Securities and the transfers of Debt Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Debt Securities and the transfer of Debt Securities as herein provided shall be appointed as authorized by a Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Debt Security at the office Corporate Trust Office or agency of such other location designated by the Company designated for such purposepursuant to Section 4.2, the Company shall execute, the Trustee shall authenticate authenticate, and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Debt Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Debt Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.6, Section 3.03(b3.3(b) and Section 9.04 9.4 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Debt Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Debt Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Debt Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose purpose, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03(b) 3.03 and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Partnership shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Partnership in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Partnership shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Partnership, the Debt Security Register shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Partnership as provided in Section 4.02, and the Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Partnership, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Partnership, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Partnership, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Partnership may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Partnership’s own expense or without expense or without charge to the Holders. The Company and the Security Registrar Partnership shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any series Debt Security, the Partnership, the Trustee, any paying agent or portions thereof called any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for redemption the purpose of receiving payment of or surrendered on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for repurchaseall other purposes whatsoever, but whether or not validly withdrawnsuch Debt Security is overdue, and none of the Partnership, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Partnership, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. None of the Partnership, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or obligation to any beneficial owner in a Global Security, an agent member or participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member, with respect to any ownership interest in the Debt Securities or with respect to the delivery to any agent member, beneficial owner or other Person (other than the unredeemed portion Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Debt Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Debt Securities and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, any paying agent and any Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, any paying agent and any Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, any paying agent or any Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such Securities being redeemed depositary, including records in part respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any agent member or not surrendered between or among the Depositary, any such agent member and/or any holder or owner of a beneficial interest in such Global Security, or for repurchase, as any transfers of beneficial interests in any such Global Security. Notwithstanding the case may be. The provisions of this Section 2.05 areforegoing, with respect to any Global Security, subject nothing herein shall prevent the Partnership, the Trustee, or any agent of the Partnership or the Trustee from giving effect to Section 2.11 hereof. The Trustee shall have no obligation any written certification, proxy or duty to monitorother authorization furnished by any Depositary (or its nominee), determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law a Holder, with respect to any transfer of any interest in any such Global Security (including any transfers or shall impair, as between or among such Depositary participants or beneficial and owners of beneficial interests in any such Global Security) other than to require delivery , the operation of customary practices governing the exercise of the rights of such certificates and other documentation Depositary (or evidence its nominee) 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 hereofHolder of such Global Security.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the office or agency of the Company security registrar designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient pursuant to cover any tax this Section 305 or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, Section 1002 (the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the “Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (bRegistrar”) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby initially appointed Security Registrar for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of the Company designated Payment for such purposethat series, the Company shall execute, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for series, of any authorized denominations and of a like aggregate principal amount. The Subject to the conditions set forth below and to Section 205, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s its attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. (d) The . Neither the Company and nor the Security Registrar shall not be required (i) to issue, exchange or register the transfer of or exchange Securities of any Securities series during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same that series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (ii) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part part. None of the Company, the Trustee, any Paying Agent or not surrendered the Securities Registrar will have any responsibility or liability for repurchase, as any aspect of the case may be. The provisions Depositary’s records relating to or payments made on account of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of ownership interests in a Global Security or for maintaining, supervising or reviewing any Global Security) other than records relating 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 hereofbeneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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 2.12 hereof.

Registration of Transfer and Exchange. (a) Securities Upon surrender for registration of transfer of any Security of a series may be exchanged upon presentation thereof at the office or agency of the Company in a Place of Payment for that series, the Company and the Guarantor shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series having a duly executed Guarantee for such purposeseries endorsed thereon of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series the same series, of any authorized denominations, denominations and for a of like tenor and aggregate principal amount, upon payment surrender of a sum sufficient the Securities to cover any tax be exchanged at such office or other governmental charge in relation thereto, all as provided in this Sectionagency of the Company. In respect of Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and such office or agency shall deliver in exchange therefor deliver, the Security or Securities of which the same series that the Securityholder Holder making the exchange shall be is entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company . All Securities and any Guarantee thereof issued upon any registration of transfer or exchange of Securities shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, valid obligations of the Company shall register and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and the transfers Guarantee thereof surrendered upon such registration of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trusteetransfer or exchange. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Every Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.063.4, Section 3.03(b) and Section 9.04 3.7 or 11.5 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 4.3 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areclauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or under applicable law with respect a nominee thereof and delivered to any transfer of any interest in any Security (including any transfers between such Depositary or among Depositary participants a nominee thereof or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required bycustodian therefor, and to do so if and when expressly required by the terms of, each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, and subject to examine such applicable provisions, if any, as may be specified as contemplated by Section 3.1, a Global Security may not be transferred except as a whole by the same Depositary to determine substantial compliance a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Securities will be exchanged by the Company for other certificated Securities if (i) the Company delivers to the Trustee written notice from the Depositary that (x) the Depositary is unwilling or unable to continue to act as Depositary for the Global Securities and the Company thereupon fails to appoint a successor Depositary within 90 days or (y) the Depositary is no longer a clearing agency registered under the Exchange Act, (ii) the Company, in its sole discretion, determines that the Global Securities (in whole but not in part) should be exchanged for other certificated Global Securities and delivers a written notice to such effect to the Trustee or (iii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of Outstanding Securities of the applicable series if there shall have occurred and be continuing a Default or Event of Default with respect to such Securities. If the Company designates a successor Depositary as aforesaid, such Global Security shall promptly be exchanged in whole for one or more other Global Securities registered in the name of the successor Depositary, whereupon such designated successor shall be the Depositary for such successor Global Security or Global Securities and the provisions of Clauses (1), (2), (3) and (4) of this Section shall continue to apply thereto. (3) Subject to Clause (2) above and to such applicable provisions, if any, as may be specified as contemplated by Section 3.1, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6 or 11.5 or otherwise, shall be authenticated and delivered in the form with of, and shall be, a Global Security, unless such Security is registered in the express requirements hereofname of a Person other than the Depositary for such Global Security or a nominee thereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s 's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03(b) 3.03 and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the United States, or such other location designated by the Company, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.5. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the United States, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar Unless otherwise specified in a supplemental indenture, the Trustee is hereby appointed as “Security Registrar” for the purpose of registering the Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)of each series. Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.5, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.6, Section 3.03(b3.3(b) and Section 9.04 9.4 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than except the unredeemed portion of any such Securities of any series being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.05. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.05, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the United States, or such other location designated by the Company, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.5. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the United States, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar Unless otherwise specified in a supplemental indenture, the Trustee is hereby appointed as “Security Registrar” for the purpose of registering the Securities and the transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)of each series. Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.5, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.6, Section 3.03(b3.3(b) and Section 9.04 9.4 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than except the unredeemed portion of any such Securities of any series being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areClauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may The Bank shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities Bank in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Bank shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated Bank in a Place of Payment for such purposethat series, the Company Bank shall execute, and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The Company initially appoints At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Bank shall execute, and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Bank, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company Bank or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or Bank and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall be made for any exchange or registration of transfer or exchange of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company Bank or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906, 1107 or 1303 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The Company and are to be redeemed in part, the Security Registrar Bank shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areClauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may The Company will cause to be exchanged upon presentation thereof kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register will provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture provided. (the “Security Registrar”). b) Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of the Company designated Payment for such purposethat series, the Company shall will execute, and the Trustee shall will authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for series, of any authorized denominations and of a like aggregate principal amountamount and tenor. (c) At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. The Whenever any Securities are so surrendered for exchange, the Company initially appoints will execute, and the Trustee as will authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. (d) Every Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied transfer or exchange will (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . No service charge shall will be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 3.05, or 10.06 not involving any transfer. (d) . The Company and the Security Registrar shall will not be required (i) to issue, exchange or register the transfer of, or exchange Securities of any Securities series during a period beginning at the opening of business 15 calendar days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same that series selected for redemption under Section 3.02(c) and ending at the close of business on the day of such sending, nor mailing or (ii) to register the transfer of or exchange any Securities Security so selected for redemption in whole or in part, except, in the case of any series Securities to be redeemed in part, the portion thereof not being redeemed. (e) All Securities issued upon any registration of transfer or portions thereof called exchange of Securities will be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. (f) Notwithstanding any other provision in this Indenture, no Global Security may be transferred to, or registered or exchanged for redemption or surrendered for repurchaseSecurities registered in the name of, but not validly withdrawn, any Person other than the unredeemed portion Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, unless (i) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) ceases to be a clearing agency registered under the Exchange Act, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable, and exchangeable, and such transfers shall be registrable, (iii) there shall have occurred and be continuing an Event of any Default with respect to the Securities evidenced by such Securities being redeemed in part Global Security, or not surrendered for repurchase(iv) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 2. 01. Notwithstanding any other provision in this Indenture, a Global Security to which the case restriction set forth in the preceding sentence shall have ceased to apply may bebe transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof other than such a transfer may be registered. The provisions Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the first sentence of this Section 2.05 are2.05(f) shall apply, with respect whether pursuant to any this Section 2.05, Section 2.06, 2.07, 3.05, or 10.06 or otherwise, will be authenticated and delivered in the form of, and will be, a Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s holder's duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as provided in this Article provided Section and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxregistered holder’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. The Company initially appoints the Trustee as initial Security Registrar for each series of Securities. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the ““ Debt Security RegisterRegister ”) ), in which, subject to such reasonable regulations as it they may prescribe, the Company Issuers shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Issuers shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Issuers pursuant to a Board Resolution of each of the Issuers, the register of the Issuers for the purpose of registration, exchange or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Issuers as provided in Section 4.02, and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Issuers, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Issuers, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Issuers, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Issuers’ own expense or without expense or without charge to the Holders. The Company and the Security Registrar Issuers shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any series Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than any Registrar may deem and treat the unredeemed portion of any such Securities being redeemed Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose purpose, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03(b) 3.03 and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series Bonds may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposeBond Registrar (as defined herein), for other Securities of such series Bonds of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities Bonds so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Bond or Securities of the same series Bonds that the Securityholder Bondholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose by the Company, a register or registers (herein referred to as the “Security Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Bonds and the transfers of Securities Bonds as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Bonds and transfer of Securities Bonds as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture the Company (the “Security Bond Registrar”). The initial Bond Registrar shall be the Company. Upon surrender for transfer of any Security certificated or global Bond at the office or agency of the Company designated for such purposeBond Registrar or upon receipt of the written request of the registered holder of any uncertificated Bonds together with all documentation required by law or a reasonably requested by the Bond Registrar, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series Bond as the Security Bond presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities uncertificated and certificated Bonds presented or surrendered for exchange or registration of transfertransfer (or with respect to uncertificated Bonds, requested to be transferred), as provided in this Section, shall be accompanied (if so required by the Company or the Security Bond Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Bond Registrar, duly executed by the registered holder or by such xxxxxxholder’s duly authorized attorney in writing. For the avoidance of doubt, in purchasing any uncertificated Bonds, the bondholders of such uncertificated Bonds and the Company expressly acknowledge and agree that the transfer requirements with respect to certificated Bonds may be imposed for the transfer of any uncertificated Bonds and the transfer of any uncertificated Bonds shall be in accordance with any SEC regulations or other applicable laws, if any. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecurityBonds, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.04, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company transfer and exchange of beneficial interests in the Security Registrar shall not Bonds will be required (i) to issueeffected through the respective Depositary, exchange or register in accordance with the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 areIndenture. (e) If applicable, with respect to any Global Securityupon notification from the Depositary, subject the Trustee shall adjust the principal amount of the relevant Bond(s) pursuant to Section 2.11 hereof2.04(e) in accordance with the procedures of the Depositary. (f) At any time prior to cancellation of a Bond, if any beneficial interest in such a Bond held in global form is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Bond held in global form issued under this Indenture, the principal amount represented by such Bond will be reduced accordingly in accordance with the procedures of the Depositary; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Bond held in global form issued under this Indenture, such other Bond will be increased accordingly in accordance with the procedures of the Depositary. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance may conclusively rely upon any written direction from the Depositary received in accordance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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 hereofSection.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, with the same terms, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by or pursuant to a Board Resolution or Supplemental Indenture an Officer’s Certificate (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation theretothereto (including the fees and expenses of the Trustee), other than exchanges pursuant to Section 2.06, Section 3.03(b) 3.07 and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may beredemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxx’s duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Securityseries, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 fifteen (15) days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawnredemption, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Issuers shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Partnership by resolution of its Board of Directors, the Debt Security Register shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Issuers as provided in Section 4.02, and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Issuers, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Issuers, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Issuers, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Issuers’ own expense or without expense or without charge to the Holders. The Company and the Security Registrar Issuers shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any series Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than any Registrar may deem and treat the unredeemed portion of any such Securities being redeemed Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may The Company shall cause to be exchanged upon presentation thereof kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated for such purpose, for other Securities in a Place of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and the of transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the TrusteeSecurities. The registrar Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfer transfers of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”)provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated in a Place of Payment for such purposethat series, the Company shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of the same series as the Security presented for a series, of any authorized denominations and of like tenor and aggregate principal amount. The At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company initially appoints shall execute and the Trustee as Security Registrar for each series of Securitiesshall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for exchange or registration of transfer, as provided in this Section, transfer or for exchange shall be accompanied (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company or and the Security RegistrarRegistrar duly executed, duly executed by the registered holder Holder thereof or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no . 20 No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a SecuritySecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.06304, Section 3.03(b) and Section 9.04 906 or 1107 not involving any transfer. . If the Securities of any series (dor of any series and specified tenor) The are to be redeemed in part, the Company and the Security Registrar shall not be required (iA) to issue, exchange or register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding any such Securities of the same series selected for redemption under Section 1103 and ending at the close of business on the day of such sendingmailing, nor or (iiB) to register the transfer of or exchange any Securities of any series or portions thereof called Security so selected for redemption in whole or surrendered for repurchasein part, but not validly withdrawn, other than except the unredeemed portion of any such Securities Security being redeemed in part or not surrendered for repurchase, as the case may bepart. The provisions of this Section 2.05 areClauses (1), with respect (2), (3) and (4) below shall apply only to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.Securities:

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Issuers shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Issuers by resolution of the Board of Directors, the register of the Issuers for the purpose of registration, exchange or registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Issuers as provided in Section 4.02, and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Issuers, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Issuers, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Issuers, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Issuers’ own expense or without expense or without charge to the Holders. The Company and the Security Registrar Issuers shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any series Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than any Registrar may deem and treat the unredeemed portion of any such Securities being redeemed Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (ba) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. The Company initially appoints the Trustee as Security Registrar for each series of Securities. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such xxxxxxhxxxxx’s duly authorized attorney in writing. (cb) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (dc) The Company and the Security Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such sendingmailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof. 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 Security (including any transfers between or among Depositary depositary participants or beneficial owners of interests in any Global Security) 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.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall register provide for the registration of all Debt Securities and the transfers transfer of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Issuers shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Issuers by resolutions of each Issuer’s Board of Directors, the Debt Security Register shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Issuers as provided in Section 4.02, and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Issuers, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Issuers, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Issuers, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Issuers’ own expense or without expense or without charge to the Holders. The Company and the Security Registrar Issuers shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities of any series selected, called or portions thereof being called for redemption or surrendered redemption, except for repurchase, but not validly withdrawn, other than the unredeemed portion of any such Securities being redeemed Debt Securities. Prior to the due presentation for registration of transfer of any Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company The Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, keep or cause to be kept, at its office or agency designated for such purpose kept a register or registers for each series of Debt Securities issued hereunder (herein hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall register provide for the registration of all Debt Securities and the transfers registration of transfer and exchange of Debt Securities as in this Article provided and which at II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. The registrar Subject to Section 2.15, upon due presentment for the purpose registration of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution or Supplemental Indenture (the “Security Registrar”). Upon surrender for transfer of any Debt Security at the any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated for such purposeSection 4.02, the Company Issuers shall execute, execute and the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Security presented authorized denominations for a like aggregate principal amount. The Company initially appoints In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Issuers by resolutions of each Issuer’s Board of Directors, the Debt Security Register shall be kept at the corporate trust office of the Trustee referred to in Section 13.03 and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as Security Registrar set forth below) may be exchanged for each a like aggregate principal amount of Debt Securities of the same series of Securitiesother authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Issuers as provided in Section 4.02, and the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange shall be entitled to receive. (b) All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, exchange or payment shall be accompanied (if so required by the Company Issuers, the Trustee or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company or Issuers, the Security Trustee and the Registrar, duly executed by the registered holder Holder or by such xxxxxx’s his attorney duly authorized attorney in writing. (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution. All Debt Securities issued in exchange for or upon registration of transfer of Debt Securities shall be the valid obligations of the Issuers, evidencing the same debt, and set forth in an Officer’s Certificate, entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or established in one or more indentures supplemental to this Indenture, no transfer. No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Debt Securities in case of partial redemption of any series or repurchase, conversion or exchange of less than the entire principal amount of a Security(except as provided by Section 2.09), but the Company Issuers may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. (d) be made at the Issuers’ own expense or without expense or without charge to the Holders. The Company and the Security Registrar Issuers shall not be required (i) to issue, exchange or register the transfer of or exchange any Debt Securities during for a period beginning at the opening of business 15 days before the day next preceding any mailing of the sending of a notice of redemption of less than all the Outstanding Debt Securities of the same such series and ending at the close of business on the day of such sending, nor or (ii) to register the transfer of or exchange any Debt Securities of any series selected, called or portions thereof being called for redemption or surrendered for repurchaseredemption, but not validly withdrawn, other than except the unredeemed portion of any such Securities being redeemed Debt Security so selected or called. Prior to the due presentation for registration of transfer of any Debt Security, the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in part or not surrendered for repurchase, whose name a Debt Security is registered as the case may be. The provisions absolute owner of this Section 2.05 aresuch Debt Security for the purpose of receiving payment of or on account of the principal of, with respect to any Global Securityand premium, if any, and (subject to Section 2.11 hereof. The Trustee shall have no obligation 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether 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 not such Debt Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byis overdue, and none of the Issuers, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to do so if and when expressly required by the terms contrary. None of the Issuers, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, this Indenturebeneficial ownership interests of a Global Security or for maintaining, and supervising or reviewing any records relating to examine the same to determine substantial compliance as to form with the express requirements hereofsuch beneficial ownership interests.