Common use of Securities Act Legends Clause in Contracts

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c), a new Security which is a Definitive Security and is issued in exchange for a Global Security or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee, in writing, at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities Notes and their Successor Securities Notes shall bear a the Restricted Securities Legend, Notes Legend and the Regulation S Securities Notes and their Successor Securities Notes shall bear a the Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c2.6(b), a Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security Note or any portion thereof shall bear the Securities Act Legend borne by such Global Security Note while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c2.6(b), a new Security Note which is not a Definitive Security Global Note and is issued in exchange for another Note (including a Global Security Note) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other SecurityNote, provided that, if such new Security Note is required pursuant to Section 3.05(b)(iii) or (iv2.6(a) to be issued in the form of a Restricted SecurityNote, it shall bear a the Restricted Securities Notes Legend and, if such new Security Note is so required to be issued in the form of a Regulation S SecurityNote, it shall bear a the Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities when a Note has been transferred in a manner, or a sufficient amount of time has elapsed, so that a Note may be freely transferred without registration or limitation under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof Note which bears such a legend if the Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Trustee Company and duly executed by the Holder of such legended Security Note or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security Note in exchange the manner provided for or in lieu of such other Security as provided in this Article III;the Existing Indenture. (viv) a new Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security Note (other than a Global SecurityNote) or any portion thereof which bears such a legend if, in the Issuer's judgmentjudgment of the Company, placing such a legend upon such new Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security Note as provided in this Article IIITwo; and (viv) notwithstanding the foregoing provisions of this Section 3.05(c2.6(b), a Successor Security Note of a Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security Note is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security Note bearing a the Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article III.Two. ARTICLE THREE

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Initial Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (ia) subject to the following Clauses of this Section 3.05(c3.05(3), a Security or any portion thereof which is exchanged, upon registration of transfer or otherwise, for a Registered Global Security or any portion thereof shall bear the Securities Act Legend legend borne by such Registered Global Security while represented thereby; (iib) subject to the following Clauses of this Section 3.05(c3.05(3), a new Registered Security which is a Definitive Security and is issued in exchange for a Global another Security or any portion thereof, upon registration of transfer or otherwise, shall bear the Securities Act Legend legend borne by such other Security, provided that, if such new Registered Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Registered Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iiic) any SEC Registered Securities shall not bear a Securities Act Legend;legend, (ivd) at any time after the Securities may be freely transferred without registration applicable restricted period prescribed by Rule 144(k) under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Registered Security which does not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Registered Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Registered Security in exchange for or in lieu of such other Registered Security as provided in this Article III;Three, (ve) a new Registered Security which does not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Registered Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; Three, and (vif) notwithstanding the foregoing provisions of this Section 3.05(c3.05(3), a Successor Security of a Security that does not bear a particular form of Securities Act Legend legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A All Securities issued pursuant to this ---------------------- Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted Securities Legend, Legend and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.06(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.06(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii3.06(b)(v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear after a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Actdate that is two years from issuance, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (viv) a new Security which does not bear a Securities Act Legend (other than a Global Security) may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (viv) notwithstanding the foregoing provisions of this Section 3.05(c3.06(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities All Additional Notes issued pursuant to this Indenture, and their all Successor Securities Notes therefor, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Notes Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c2.07(c), a Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security Note or any portion thereof shall bear the Securities Act Restricted Notes Legend borne by such Global Security while represented therebyNote for which the Note was exchanged; (ii) subject to the following Clauses of this Section 3.05(c2.07(c), a new Security Note which is not a Definitive Security Global Note and is issued in exchange for another Note (including a Global Security Note) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Restricted Notes Legend borne by such other Security, provided that, if such the Note for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S LegendNote was exchanged; (iii) Registered the Initial Notes and any Additional Notes which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their Successor Notes shall not bear a Restricted Notes Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering Additional Notes under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Additional Notes to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Security Note (other than a Global SecurityNote) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Notes Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security Note bearing a Restricted Notes Legend or his its attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security Note in exchange for or in lieu of such other Security Note as provided in this Article III2; (v) a new Security Note which does not bear a Securities Act Restricted Notes Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) Note or any portion thereof which bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security Note as provided in this Article III2; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c2.07(c), a Successor Security Note of a Security Note that does not bear a particular form of Securities Act Restricted Notes Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security Note is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article III2.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III;. (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerPartnership's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerPartnership, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Partnership has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the IssuerPartnership, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. The Trustee shall retain copies of all letters, notices and other written communications (if any) received concerning transfer or exchange, and the Partnership shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of a reasonable written notice to the Trustee.

Securities Act Legends. Rule 144A Securities Notes and their Successor Securities Notes shall bear a Restricted Securities Legend, Notes Legend and the Regulation S Securities Notes and their Successor Securities Notes shall bear a Regulation S Legend, subject to the following: following clauses (i1) subject to the following Clauses through (8) of this Section 3.05(c), 305(c): (1) a Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security Note or any portion thereof shall bear the Securities Act Legend borne by such Global Security Note while represented thereby; (ii2) subject to the following Clauses of this Section 3.05(c), a new Security Note which is not a Definitive Security Global Note and is issued in exchange for another Note (including a Global Security Note) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other SecurityNote, provided that, if such new Security Note is required pursuant to Section 3.05(b)(iii) or (ivsubclause 305(b)(3) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Notes Legend and, and if such new Security Note is so required to be issued in the form of a Regulation S SecurityNote, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv3) at any time after the Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security Note (other than a Global SecurityNote) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Notes Certificate, substantially in the form of Exhibit D hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security Note or his attorney duly authorized in writing, and after such date and receipt of such certificateUnrestricted Notes Certificate, the Trustee or Authenticating Agent shall authenticate and deliver make available for delivery such a new Security Note in exchange for or in lieu of such other Security Note as provided in this Article IIIThree, provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection therewith; (v4) a new Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security Note (other than a Global SecurityNote) or any portion thereof which bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the TrusteeTrustee or Authenticating Agent, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security Note as provided in this Article III; andThree, provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection with such direction; (vi5) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security Note of a Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security Note is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article IIIThree; (6) each Holder of a Note agrees to indemnify the Trustee and Authenticating Agent against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law; (7) the Trustee and the Authenticating Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof; and (8) A beneficial interest in a Global Note may be exchanged for a Note that is not a Global Note as provided in this Section 305.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities Notes and their Successor Securities Notes shall bear a Restricted Securities Legend, Notes Legend and the Regulation S Securities Notes and their Successor Securities Notes shall bear a Regulation S Legend, subject to the following: following clauses (i1) subject to the following Clauses through (8) of this Section 3.05(c), 305(c): (1) a Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security Note or any portion thereof shall bear the Securities Act Legend borne by such Global Security Note while represented thereby; (ii2) subject to the following Clauses of this Section 3.05(c), a new Security Note which is not a Definitive Security Global Note and is issued in exchange for another Note (including a Global Security Note) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other SecurityNote, provided that, if such new Security Note is required pursuant to Section 3.05(b)(iii) or (ivsubclause 305(b)(3) to be issued in the form of a Restricted SecurityNote, it shall bear a Restricted Securities Notes Legend and, and if such new Security Note is so required to be issued in the form of a Regulation S SecurityNote, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv3) at any time after the Securities Notes may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security Note (other than a Global SecurityNote) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Notes Certificate, substantially in the form of Exhibit D hereto, satisfactory to the Trustee and duly executed by the Holder of such legended Security Note or his attorney duly authorized in writing, and after such date and receipt of such certificateUnrestricted Notes Certificate, the Trustee or Authenticating Agent shall authenticate and deliver make available for delivery such a new Security Note in exchange for or in lieu of such other Security Note as provided in this Article IIIThree, provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection therewith; (v4) a new Security Note which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security Note (other than a Global SecurityNote) or any portion thereof which bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security Note is not necessary to ensure compliance with the registration requirements of the Securities Act, and the TrusteeTrustee or Authenticating Agent, at the written direction of the IssuerCompany, shall authenticate and deliver such a new Security Note as provided in this Article III; andThree, provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection with such direction; (vi5) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security Note of a Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security Note is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver a new Security Note bearing a Restricted Securities Notes Legend in exchange for such Successor Security Note as provided in this Article IIIThree; (6) each Holder of a Note agrees to indemnify the Trustee and Authenticating Agent against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law; (7) the Trustee and the Authenticating Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof; and (8) A beneficial interest in a Global Note may be exchanged for a Note that is not a Global Note as provided in this Section 305.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their Successor All Securities shall bear a the applicable Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, Legend subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(cSECTION 3.5(b), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses clauses of this Section 3.05(cSECTION 3.5(b), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.than

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided provided, that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee Security Registrar has received an Unrestricted Securities Certificate, satisfactory to the Security Registrar and Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (viv) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (viv) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerOperating Partnership's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerOperating Partnership, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Operating Partnership has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the IssuerOperating Partnership, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. The Trustee shall retain copies of all letters, notices and other written communications (if any) received concerning transfer or exchange, and the Operating Partnership shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of a reasonable written notice to the Trustee.

Securities Act Legends. Rule 144A Securities and their respective Successor Securities shall bear a Restricted Securities Act Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Securities Act Legend, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c3.06(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses clauses of this Section 3.05(c3.06(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the in connection with a transfer or exchange of Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Actbeneficial interests therein, (1) a new Security which does not bear bearing a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears bearing such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended (2) beneficial interests in a Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear bearing a Securities Act Legend may be issued exchanged for beneficial interests in a Security not bearing such a legend, in each case, only if: (1) such transfer or exchange for is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement, and the recipient of such Securities or beneficial interests certifies that it is not (1) a broker-dealer, (2) a Person participating in lieu a distribution of the Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (2) such transfer or exchange is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement; (3) such transfer or exchange is effected by a broker-dealer registered under the Exchange Act pursuant to an Exchange Registration Statement; (4) in the case of a transfer of a Security or beneficial interest therein, (other than a Global Security1) or any portion thereof which bears such a legend if, the transferor certifies in writing to the Security Registrar that (I) the restrictions on transfer contained in the Issuer's judgment, placing such a legend upon such new Security is Securities Act Legend are not necessary required to ensure maintain compliance with the Securities Act, (II) such transfer is being effected pursuant to (x) Rule 144, (y) Rule 903 or 904 of Regulation S or (z) another exemption from registration requirements under the Securities Act and (III) such transfer is in compliance with all applicable state securities laws, and (2) if the Security Registrar so requests (or if required by any Applicable Procedures), the Security Registrar has received an Opinion of Counsel in form reasonably acceptable to the Security Registrar that such transfer is in compliance with the Securities Act, and the Trusteerestrictions on transfer contained in the Securities Act Legend are not required to maintain compliance with the Securities Act; or (5) in the case of an exchange by an owner of a Security with a Securities Act Legend (or beneficial interest therein) for a Security without a Securities Act Legend (or beneficial interest therein), at (1) such owner certifies in writing to the direction of Security Registrar that (I) the Issuerrestrictions on transfer contained in the Securities Act Legend are not required to maintain compliance with the Securities Act, shall authenticate (II) the Security (or beneficial interest therein) being received in the exchange by such owner is being acquired for such owner’s own account without transfer, (III) such exchange is being effected in compliance with the Securities Act and deliver such a new with all transfer restrictions applicable to the Security as provided (or beneficial interest therein) contained in this Article IIIIndenture, and (IV) such transfer is in compliance with all applicable state securities laws, and (2) if the Security Registrar so requests (or if required by any Applicable Procedures), the Security Registrar has received an Opinion of Counsel in form reasonably acceptable to the Security Registrar that such transfer is in compliance with the Securities Act, and the restrictions on transfer contained in the Securities Act Legend are not required to maintain compliance with the Securities Act; and (viv) notwithstanding the foregoing provisions of this Section 3.05(c3.06(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless a Securities Act Legend if the Issuer Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Act Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, the legends required by Section 202 and the Regulation S Securities and their Successor Securities shall bear a Regulation S LegendSection 204, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security of a series or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security of that series or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security of a series which is not a Definitive Global Security and is issued in exchange for another Security of that series (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities and Regulation S Securities that are not Temporary Regulations S Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities of a series may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security of that series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security of a series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security of a series that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security of that series bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree. 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 Agent Members 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. The Trustee shall not have any responsibility for any actions taken or not taken by the Depositary.

Securities Act Legends. Rule 144A Securities, Regulation D Securities and their respective Successor Securities shall bear a the applicable Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.5(2)(iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses need not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Securities Act Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses paragraphs of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses paragraphs of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee, in writing, at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with such instructions; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction upon receipt of the Issuera Company Order, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction upon receipt of the Issuera Company Order, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Capital Securities and their respective Successor Capital Securities shall bear a Restricted Rule 144A Capital Securities Legend, and the Regulation S Capital Securities and their Successor Capital Securities shall bear a Regulation S Capital Securities Legend, subject to the following: (i) New Capital Securities shall not bear a Securities Act Legend; (ii) subject to the following Clauses of this Section 3.05(c5.4(c), a Security Capital Securities Certificate or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security Capital Securities Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Security Capital Securities Certificate while represented thereby; (iiiii) subject to the following Clauses of this Section 3.05(c5.4(c), a new Security Capital Securities Certificate which is not a Definitive Security Global Capital Securities Certificate and is issued in exchange for another Capital Securities Certificate (including a Global Security Capital Securities Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other SecurityCapital Security Certificate, provided that, if such new Security Capital Securities Certificate is required pursuant to Section 3.05(b)(iii) or (iv5.4(b)(iii) to be issued in the form of a Restricted Rule 144A Capital Security, it shall bear a Restricted Rule 144A Capital Securities Legend and, if such new Security Capital Securities Certificate is so required to be issued in the form of a Regulation S Capital Security, it shall bear a Regulation S Capital Securities Legend; (iiiiv) Registered any Original Capital Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration contemplated by the Registration Rights Agreement), together with their Successor Capital Securities shall not bear a Securities Act Legend; the Depositor or an Administrator shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Original Capital Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Original Capital Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (ivv) at any time after the Original Capital Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security Capital Securities Certificate which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security Capital Securities Certificate (other than a Global SecurityCapital Securities Certificate) or any portion thereof which bears such a legend if the Trustee Security Registrar has received an Unrestricted Securities Certificate, satisfactory to the Trustee Security Registrar and duly executed by the Holder of such legended Security Capital Securities Certificate or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (vvi) a new Security Capital Securities Certificate which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security Capital Securities Certificate (other than a Global SecurityCapital Securities Certificate) or any portion thereof which bears such a legend if, in the IssuerProperty Trustee's judgment, placing such a legend upon such new Security Capital Securities Certificate is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vivii) notwithstanding the foregoing provisions of this Section 3.05(c5.4(c), a Successor Capital Security of a Capital Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Property Trustee has reasonable cause to believe that such Successor Capital Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their Successor All Securities shall bear a the applicable ---------------------- Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, Legend subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(b), a -------------- Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.5(b), a -------------- new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III;subject (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver make available for delivery such a new Security as provided in this Article IIIThree; andand ------------- (vi) notwithstanding the foregoing provisions of this Section 3.05(c------- 3.5(b), a Successor Security of a Security that does not bear a particular ------ form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver make available for delivery a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.------- Three. -----

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee Security Registrar has received an Unrestricted Securities Certificate, satisfactory to the Security Registrar and the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, the legends required by Section 2.02 and the Regulation S Securities and their Successor Securities shall bear a Regulation S LegendSection 2.04, subject to the following: (i) subject to the following Clauses of this Section 3.05(c), a Security of a series or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security of that series or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c), a new Security of a series which is not a Definitive Global Security and is issued in exchange for another Security of that series (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided PROVIDED that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.05(b)(iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities and Regulation S Securities that are not Temporary Regulations S Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities of a series may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security of that series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III3; (v) a new Security of a series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III3; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security of a series that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security of that series bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III3.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, Private Placement Legend and the Regulation S Securities and their Successor Securities shall bear a Regulation S Private Placement Legend, subject to the following: (i1) subject to the following Clauses clauses of this Section 3.05(c3.07(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented therebythere by; (ii2) subject to the following Clauses clauses of this Section 3.05(c3.07(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.07(b)(2)(iii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Private Placement Legend; (iii3) Registered Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the shelf registration contemplated by the Registration Rights Agreement) shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi4) notwithstanding the foregoing provisions of this Section 3.05(c3.07(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Private Placement Legend in exchange for such Successor Security as provided in this Article IIIThree; (5) Until Securities are sold pursuant to an effective registration statement under the Securities Act (including the shelf registration contemplated by the Registration Rights Agreement), no Securities may be transferred except pursuant to Rule 144A or Regulation S under the Securities Act. The Trustee shall have no duty or liability with respect to any Holder's or beneficial owner's compliance with Rule 144A or Regulation S, as applicable; and (6) Exchange Securities and their respective Successor Securities shall not bear a Securities Act Legend.

Securities Act Legends. Rule 144A Securities and their Successor ---------------------- Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses clauses of this Section 3.05(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, ; provided that, if such new Security is required pursuant to -------- Section 3.05(b)(iii) or (iv3.05(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities of either series may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of such series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security of such series in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security of a series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of such series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted ================================================================================ Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii305(b)(v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security of the same Series or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security of the same Series (including a Global Security of the same Series) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of the same Series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of the same Series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities and their its respective ---------------------- Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their its Successor Securities shall bear a Regulation S Legend, subject to the following: (i1) subject to the following Clauses of this Section 3.05(c306(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii2) subject to the following Clauses of this Section 3.05(c306(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv306(b)(iii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii3) Registered Securities shall not bear a Securities Act Legend; (iv4) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver make available for delivery such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v5) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article IIIThree provided that, the Trustee, if it deems reasonably necessary or appropriate, may request an Opinion of Counsel in connection with such direction; and (vi6) notwithstanding the foregoing provisions of this Section 3.05(c306(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver make available for delivery a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree. Each Holder of a Security agrees to indemnify the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. 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 Act Legends. Rule 144A Securities and their respective Successor Securities shall bear a the applicable Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject Subject to the following Clauses clauses of this Section 3.05(c3.5(c), a Security (including a Bearer Security) or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Registered Security or any portion thereof shall bear the Securities Act Legend borne by such Global Registered Security while represented thereby;. (ii) subject Subject to the following Clauses clauses of this Section 3.05(c3.5(c), a new Registered Security which is not a Definitive Global Registered Security and is issued in exchange for another Registered Security (including a Global Security Registered Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii3.5(b) (v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend andLegend; provided, further, that a new Registered Security which is not a Global Registered Security and which is issued in exchange for a Bearer Security or any portion thereof shall bear the applicable Restricted Securities Legend, if such new Registered Security is so required to be issued in the form of a Regulation S Restricted Security, it shall bear a Regulation S Legend;. (iii) Registered Any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend;; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement. (iv) at At any time after the Securities may be freely transferred without registration under the Securities Act act or without being subject to transfer restrictions pursuant to the Securities Actact, a new Registered Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Registered Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III;Three. (v) a A new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Registered Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; andThree. (vi) notwithstanding Notwithstanding the foregoing provisions of this Section 3.05(c3.5(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A All Securities issued pursuant to this ---------------------- Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a the Restricted Securities Legend, Legend and the Regulation S Securities and their Successor Securities shall bear a the Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided PROVIDED that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(ii) to be issued in the form of a Restricted Security, it shall bear a the Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a the Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (viiv) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a the Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, ---------------------- and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this ---------------------- Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their respective Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.06(c), a ------- Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.06(c), a new ------- Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.06(b)(iii) to be issued in the form of a Restricted Security, it ------- --- shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Exchange Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificateunlegended Security, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III;3; - (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III3; - and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.06(c), a Successor Security of a Security that does not bear a particular ------- form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted securityRESTRICTED SECURITY" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.3. -

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a the Restricted Securities Legend, Legend and the Regulation S Securities and their Successor Securities shall bear a the Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided PROVIDED that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(ii) to be issued in the form of a Restricted Security, it shall bear a the Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a the Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their Successor All Securities shall bear a the applicable Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, Legend subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(b), a ------------- Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.5(b), a -------------- new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III;Unrestricted (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver make available for delivery such a new Security as provided in this Article IIIThree; andand ------------- (vi) notwithstanding the foregoing provisions of this Section 3.05(c------- 3.5(b), a Successor Security of a Security that does not bear a particular ------ form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver make available for delivery a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.------- Three. -----

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, Private Placement Legend and the Regulation S Securities and their Successor Securities shall bear a Regulation S Private Placement Legend, subject to the following: (i1) subject to the following Clauses clauses of this Section 3.05(c3.07(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii2) subject to the following Clauses clauses of this Section 3.05(c3.07(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend legend borne by such other Security, provided PROVIDED that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.07(b)(2)(iii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Private Placement Legend; (iii3) Registered Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the shelf registration contemplated by the Registration Rights Agreement) shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi4) notwithstanding the foregoing provisions of this Section 3.05(c3.07(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Private Placement Legend in exchange for such Successor Security as provided in this Article IIIThree; (5) Until Securities are sold pursuant to an effective registration statement under the Securities Act (including the shelf registration contemplated by the Registration Rights Agreement), no Securities may be transferred except pursuant to Rule 144A or Regulation S under the Securities Act. The Trustee shall have no duty or liability with respect to any Holder's or beneficial owner's compliance with Rule 144A or Regulation S, as applicable; and (6) Exchange Securities and their respective Successor Securities shall not bear a Securities Act Legend.

Securities Act Legends. Rule 144A Securities, Other Securities and their respective Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.6(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.6(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii3.6(b)(v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.6(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities and their Successor ---------------------- Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses clauses of this Section 3.05(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, ; provided that, if such new Security is required pursuant to -------- Section 3.05(b)(iii) or (iv3.05(b) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities of either series may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of such series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security of such series in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security of a series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of such series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (ia) subject to the following Clauses of this Section 3.05(c3.05(3), a Security or any portion thereof which is exchanged, upon registration of transfer or otherwise, for a Registered Global Security or any portion thereof shall bear the Securities Act Legend legend borne by such Registered Global Security while represented thereby; (iib) subject to the following Clauses of this Section 3.05(c3.05(3), a new Registered Security which is a Definitive Security and is issued in exchange for a Global another Security or any portion thereof, upon registration of transfer or otherwise, shall bear the Securities Act Legend legend borne by such other Security, provided that, if such new Registered Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Registered Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iiic) any SEC Registered Securities shall not bear a Securities Act Legendlegend; (ivd) at any time after the Securities may be freely transferred without registration applicable restricted period prescribed by Rule 144 under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Registered Security which does not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Registered Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Registered Security in exchange for or in lieu of such other Registered Security as provided in this Article IIIThree; (ve) a new Registered Security which does not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Registered Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vif) notwithstanding the foregoing provisions of this Section 3.05(c3.05(3), a Successor Security of a Security that does not bear a particular form of Securities Act Legend legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, Private Placement Legend and the Regulation S Securities and their Successor Securities shall bear a Regulation S Private Placement Legend, subject to the following: (i1) subject to the following Clauses clauses of this Section 3.05(c3.07(c), a Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii2) subject to the following Clauses clauses of this Section 3.05(c3.07(c), a new Security Note which is not a Definitive Global Security and is issued in exchange for another Note (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other SecurityNote, provided provided, that, if such new Security Note is required pursuant to Section 3.05(b)(iii) or (iv3.07(b)(2)(iii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend andPrivate Placement Legend, and if such new Security Note is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Private Placement Legend; (iii3) Registered Notes that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi4) notwithstanding the foregoing provisions of this Section 3.05(c3.07(c), a Successor Security of a Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security Note bearing a Restricted Securities Private Placement Legend in exchange for such Successor Security as provided in this Article III; and (5) until Notes are sold pursuant to an effective registration statement under the Securities Act, no Notes may be transferred except pursuant to Rule 144A or Regulation S under the Securities Act or another applicable exemption from registration under the Securities Act (including Rule 144). Neither the Security Registrar nor the Trustee shall have any duty or liability with respect to any Holder’s or beneficial owner’s compliance with Rule 144A or Regulation S, as applicable, or any other exemption from registration under the Securities Act.

Securities Act Legends. Rule 144A All Securities issued pursuant to this ---------------------- Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities, IAI Securities and their respective Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c306(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c306(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii306(b)(v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security of the same Series or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security of the same Series (including a Global Security of the same Series or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend legend may be issued in exchange for or in lieu of a Security of the same Series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III;Three. (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of the same Series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerPartnership's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerPartnership, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Partnership has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the IssuerPartnership, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. The Trustee shall retain copies of all letters, notices and other written communications (if any) received concerning transfer or exchange, and the Partnership shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of a reasonable written notice to the Trustee.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the shelf registration statement filed with the Commission (the "Shelf Registration Statement"), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.legend

Securities Act Legends. Rule 144A Securities and their Successor Securities successor securities shall bear a Restricted Securities Legend, and the Initial Regulation S Securities and their Successor Securities successor securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c306(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses clauses of this Section 3.05(c306(c), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, ; provided that, if such new Security is required pursuant to Section 3.05(b)(iii306(b)(v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his such Holder’s attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (viv) a new Security which that does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (viv) notwithstanding the foregoing provisions of this Section 3.05(c306(c), a Successor Security successor security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security successor security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security successor security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities, Regulation D Securities and their respective Successor Securities shall bear a the applicable Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.5(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided PROVIDED that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.5(b)(iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver make available for delivery such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver make available for delivery such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver make available for delivery a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, the legends required by Section 2.02 and the Regulation S Securities and their Successor Securities shall bear a Regulation S LegendSection 2.04, subject to the following: (i) subject to the following Clauses of this Section 3.05(c), a Security of a series or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security of that series or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c), a new Security of a series which is not a Definitive Global Security and is issued in exchange for another Security of that series (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (ivb)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities and Regulation S Securities that are not Temporary Regulations S Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities of a series may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security of that series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security of a series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security of a series that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security of that series bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend;was exchanged (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their respective Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c306(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c306(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv306(b)(iii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Exchange Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to substantially in the Trustee and form attached hereto as Annex C duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's ’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c306(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee, in writing, at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend;was exchanged (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Sec urities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c)Section, a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 3.05(c)3.6, a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee, in writing, at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement and instructions; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, upon receipt of a Company Order, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c)3.6, a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their respective Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.06(c), a ------- Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security of such series or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.06(c), a ------- new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) of such series or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.06(b)(iii) to be issued in ------------ the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Exchange Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) of such series or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificateunlegended Security of such series, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security of such series in exchange for or in lieu of such other Security as provided in this Article III; 3; - (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) of such series or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III3; and and - (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.06(c), a Successor Security of a Security that does not bear a ------- particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III3. - SECTION 3.07.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, Private Placement Legend and the Regulation S Securities and their Successor Securities shall bear a Regulation S Private Placement Legend, subject to the following: (i1) subject to the following Clauses clauses of this Section 3.05(c3.07(c), a Security Note or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii2) subject to the following Clauses clauses of this Section 3.05(c3.07(c), a new Security Note which is not a Definitive Global Security and is issued in exchange for another Note (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other SecurityNote, provided provided, that, if such new Security Note is required pursuant to Section 3.05(b)(iii) or (iv3.07(b)(2)(iii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend andPrivate Placement Legend, and if such new Security Note is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Private Placement Legend; (iii3) Registered Notes that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi4) notwithstanding the foregoing provisions of this Section 3.05(c3.07(c), a Successor Security of a Security Note that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security Note bearing a Restricted Securities Private Placement Legend in exchange for such Successor Security as provided in this Article III; and (5) until Notes are sold pursuant to an effective registration statement under the Securities Act, no Notes may be transferred except pursuant to Rule 144A, Rule 501 or Regulation S under the Securities Act or another applicable exemption from registration under the Securities Act (including Rule 144). Neither the Security Registrar nor the Trustee shall have any duty or liability with respect to any Holder’s or beneficial owner’s compliance with Rule 144A, Rule 501 or Regulation S, as applicable, or any other exemption from registration under the Securities Act.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided PROVIDED that, if such new Security is required pursuant to Section 3.05(b)(iii305(b)(v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, legends required by Section 2.5 subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(c), a Security of a series or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security of that series or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.5(c), a new Security of a series which is not a Definitive Global Security and is issued in exchange for another Security of that series (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided PROVIDED that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.5(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Any Securities registered under the Securities Act and Regulation S Securities that are not Temporary Regulations S Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities of a series may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security of that series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security of a series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(c), a Successor Security of a Security of a series that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security of that series bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.Three. 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 Agent Members 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

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee, in writing, at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and Certificate duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a the Restricted Securities Legend, Legend and the Regulation S Securities and their Successor Securities shall bear a the Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(d), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(d), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(c)(ii) to be issued in the form of a Restricted Security, it shall bear a the Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a the Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (viiv) notwithstanding the foregoing provisions of this Section 3.05(c305(d), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a the Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c3.5(c), a Security or any portion thereof which that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 3.05(c3.5(c), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the Issuer's Company’s judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "“restricted security" ” within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, the legends required by Section 202 and the Regulation S Securities and their Successor Securities shall bear a Regulation S LegendSection 204, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security of a series or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security of that series or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security of a series which is not a Definitive Global Security and is issued in exchange for another Security of that series (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities and Regulation S Securities that are not Temporary Regulations S Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities of a series may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security of that series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security of a series which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security of that series (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security of a series that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144144 under the Securities Act, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security of that series bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Solely to the extent specified as contemplated by Section 2.03 for the Securities evidenced thereby: Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c2.09(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c2.09(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided provided, that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv2.09(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee Security Registrar has received an Unrestricted Securities Certificate, satisfactory to the Security Registrar and Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (viv) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (viv) notwithstanding the foregoing provisions of this Section 3.05(c2.09(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIITwo.

Securities Act Legends. Rule 144A All Securities issued pursuant to ---------------------- this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities, shall not bear a Restricted Securities Legend. The Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, Certificate satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Initial Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c306(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c306(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii306(b)(v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities ActNovember 9, 2001, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to in the Trustee and form of Annex C hereto, duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's Issuers' judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerIssuers, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c306(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Issuers has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerIssuers, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for a Global Security or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii305(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which that is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses clauses of this Section 3.05(c3.5(3), a new Security which that is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities that are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee, in writing, at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which that does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which that bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, Legend and shall be subject to the Regulation S Securities and their Successor Securities shall bear a Regulation S Legendrestrictions on transfer specified therein, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Restricted Securities Act Legend borne by such other Security, provided that, if such the Security for which the new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their respective Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Global Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c306(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c306(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv306(b)(iii) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Global Security, it shall bear a Regulation S Legend; (iii) Registered Exchange Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to substantially in the Trustee and form attached hereto as Annex C duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c306(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.05(c)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions provisions, of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i1) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii2) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, ; provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(5) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii3) Registered Securities shall not bear a Securities Act Legend; (iv4) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee Security Registrar has received an Unrestricted Securities CertificateCertificate in the form set forth in Annex C hereto, satisfactory to the Security Registrar and the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c), a Debt Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c), a new Debt Security which is not a Definitive Global Security and is issued in exchange for another Debt Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Debt Security, provided that, if such new Debt Security is required pursuant to Section 3.05(b)(iii) or (iv3.05(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Debt Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Debt Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Debt Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Debt Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee Security Registrar has received an Unrestricted Securities Certificate, satisfactory to the Security Registrar and the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Debt Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Debt Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Debt Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver such a new Debt Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Debt Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the written direction of the IssuerCompany, shall authenticate and deliver a new Debt Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Preferred Securities, Certificated Preferred Securities and their respective Successor Securities shall bear a Restricted Securities LegendLegend as set forth in Section 5.15, and the Regulation S Preferred Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) : subject to the following Clauses of this Section 3.05(c5.4(c), a Preferred Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security Certificate or any portion thereof shall bear the Securities Act Legend borne by such Global Security Certificate while represented thereby; (ii) ; subject to the following Clauses of this Section 3.05(c5.4(c), a new Preferred Security which is not a Definitive Security Global Certificate and is issued in exchange for another Preferred Security (including, a Global Security Certificate) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Preferred Security, provided that, if such new Preferred Security is required pursuant to Section 3.05(b)(iii) or (iv5.4(b)(v) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Preferred Security is so required to be issued in the form of a Regulation S Preferred Security, it shall bear a Regulation S Legend; (iii) Registered ; any Preferred Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act, together with their Successor Securities shall not bear a Securities Act Legend; (iv) ; the Depositor shall inform the Property Trustee in writing of the effective date of any such registration statement registering the Preferred Securities under the Securities Act and shall notify the Property Trustee at any time when prospectuses may not be delivered with respect to Preferred Securities to be sold pursuant to such registration statement. The Property Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; at any time after the Preferred Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Preferred Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Preferred Security (other than a Global SecurityCertificate) or any portion thereof which bears such a legend if the Property Trustee has received an Unrestricted Securities Certificate, satisfactory to the Property Trustee and duly executed by the Holder of such legended Preferred Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature, and the Property Trustee shall authenticate and deliver such a new Preferred Security in exchange for or in lieu of such other Preferred Security as provided in this Article III5; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a Restricted 48 41 Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c2.13(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c2.13(c), a new Security which is a Definitive Security and is issued in exchange for a Global Security or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III2; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III2; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c2.13(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III2.

Securities Act Legends. Rule 144A Securities, Regulation D Securities and their respective Successor Securities shall bear a the applicable Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.5(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.5(b)(iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; Three; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A All Securities issued pursuant to this Indenture, and their all Successor Securities Securities, shall bear a the Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.5(3), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Restricted Securities Act Legend borne by such Global Security while represented therebyfor which the Security was exchanged; (ii) subject to the following Clauses of this Section 3.05(c3.5(3), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new for which the Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legendwas exchanged; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Restricted Securities Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act Legendand shall notify the Trustee at any time when prospectuses must be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security bearing a Restricted Securities Legend or his attorney duly authorized in writing, and after such date and receipt of such 38 certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Restricted Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.5(3), a Successor Security of a Security that does not bear a particular form of Restricted Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.

Securities Act Legends. Rule 144A Securities, Other Securities and their respective Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c3.6(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c3.6(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii3.6(b)(v) or (ivvi) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered Any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; the Company shall inform the Trustee in writing of the effective date of any such registration statement registering the Securities under the Securities Act and shall notify the Trustee at any time when prospectuses may not be delivered with respect to Securities to be sold pursuant to such registration statement. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned registration statement; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and and (vi) notwithstanding the foregoing provisions of this Section 3.05(c3.6(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities and their Successor Securities shall bear a the Restricted Securities Legend, Legend and the Regulation S Securities and their Successor Securities shall bear a the Regulation S Legend, subject to the following: (i) subject to the following Clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses of this Section 3.05(c305(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided PROVIDED that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(ii) to be issued in the form of a Restricted Security, it shall bear a the Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a the Regulation S Legend; (iii) Registered Securities shall not bear a Securities Act Legend; (iv) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article III; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgmentjudgment of the Company, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (viiv) notwithstanding the foregoing provisions of this Section 3.05(c305(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a the Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree. 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. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Securities Act Legends. Rule 144A Restricted Securities and their Successor Securities shall bear a Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i1) subject to the following Clauses of this Section 3.05(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii2) subject to the following Clauses of this Section 3.05(c), a new Security which is not a Definitive Global Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, ; provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv3.05(b)(5) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii3) Registered Securities shall not bear a Securities Act Legend; (iv4) at any time after the Securities may be freely transferred without registration under the Securities Act or without being subject to transfer restrictions pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion por- tion thereof which bears such a legend if the Trustee Security Registrar has received an Unrestricted Securities CertificateCertificate in the form set forth in Annex C hereto, satisfactory to the Security Registrar and the Trustee and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security in exchange for or in lieu of such other Security as provided in this Article IIIThree; (v5) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the IssuerCompany's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver such a new Security as provided in this Article IIIThree; and (vi6) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer Company has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the IssuerCompany, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article IIIThree.

Securities Act Legends. Rule 144A Securities, Regulation D Securities and their respective Successor Securities shall bear a the applicable Restricted Securities Legend, and the Regulation S Securities and their Successor Securities shall bear a Regulation S Legend, subject to the following: (i) subject to the following Clauses clauses of this Section 3.05(c305(c), a Security or any portion thereof which is exchanged, upon transfer or otherwise, for a Global Security or any portion thereof shall bear the Securities Act Legend borne by such Global Security while represented thereby; (ii) subject to the following Clauses clauses of this Section 3.05(c305(c), a new Physical Security which is a Definitive Security and is issued in exchange for another Security (including a Global Security Security) or any portion thereof, upon transfer or otherwise, shall bear the Securities Act Legend borne by such other Security, provided that, if such new Security is required pursuant to Section 3.05(b)(iii) or (iv305(b)(iv) to be issued in the form of a Restricted Security, it shall bear a Restricted Securities Legend and, if such new Security is so required to be issued in the form of a Regulation S Security, it shall bear a Regulation S Legend; (iii) Registered any Securities which are sold or otherwise disposed of pursuant to an effective registration statement under the Securities Act (including the Shelf Registration Statement), together with their Successor Securities shall not bear a Securities Act Legend; (iv) at ; the Company shall inform the Trustee in writing of the effective date of any time after such registration statement registering the Securities may be freely transferred without registration under the Securities Act or without being subject and shall notify the Trustee at any time when prospectuses may not be delivered with respect to transfer restrictions Securities to be sold pursuant to the Securities Act, a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if the Trustee has received an Unrestricted Securities Certificate, satisfactory to the Trustee registration statement; and duly executed by the Holder of such legended Security or his attorney duly authorized in writing, and after such date and receipt of such certificate, the Trustee shall authenticate and deliver such a new Security not be liable for any action taken or omitted to be taken by it in exchange for or in lieu of such other Security as provided in this Article IIIgood faith pursuant to instructions from the Company contemplated by the aforementioned registration statement; (v) a new Security which does not bear a Securities Act Legend may be issued in exchange for or in lieu of a Security (other than a Global Security) or any portion thereof which bears such a legend if, in the Issuer's judgment, placing such a legend upon such new Security is not necessary to ensure compliance with the registration requirements of the Securities Act, and the Trustee, at the direction of the Issuer, shall authenticate and deliver such a new Security as provided in this Article III; and (vi) notwithstanding the foregoing provisions of this Section 3.05(c), a Successor Security of a Security that does not bear a particular form of Securities Act Legend shall not bear such form of legend unless the Issuer has reasonable cause to believe that such Successor Security is a "restricted security" within the meaning of Rule 144, in which case the Trustee, at the direction of the Issuer, shall authenticate and deliver a new Security bearing a Restricted Securities Legend in exchange for such Successor Security as provided in this Article III.