Common use of Special Transfer Provisions Clause in Contracts

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11. (e) Any Physical Securities that are purchased or owned by the Company, any Subsidiary of the Company or any other Affiliate of the Company or its Subsidiaries may not be resold by the Company, such Subsidiary or such Affiliate in a transaction in which the transferee takes its interest in the form of a beneficial interest in a Global Security unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities.

Special Transfer Provisions. Unless and until an Initial Note is exchanged for an Exchange Note in connection with an effective Registration pursuant to the Registration Rights Agreement, the following provisions shall apply: (a) Notwithstanding The transfer or exchange of any other Note (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryRestricted Legend. (b) Upon The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfertransfer or exchange of a Note (or a beneficial interest therein), exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoTrustee. (c) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Supplemental Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Note only as provided in this Indenture and Supplemental Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Supplemental Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 3.5 of the Indenture or this Section 2.16 in accordance with its customary document retention policies2.05. The Company 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 reasonable written notice to the Registrar. Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Supplemental 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 Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Depository 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (d) The A Global Note may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company mayor to a nominee of such successor Depository. (e) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the extent permitted by lawprincipal amount of the Global Note in exchange for the Global Note. In addition, purchase the Securities in the open market or by tender offer Company may at any price time determine that the Notes shall no longer be represented by a Global Note. In such event the Company will execute, and subject to Section 3.5 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for the Global Note. Upon the exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or by private agreement without giving prior notice to Holdersindirect participants or otherwise, shall instruct the Trustee. The Company may, at its option, surrender Trustee shall deliver such Notes to the Trustee Depositary for cancellation any Securities the Company purchases in this manner. Securities surrendered delivery to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11Persons in whose names such Notes are so registered.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), Unless a Global Security may not be is transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (iitime period referred to in Rule 144(k) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been otherwise sold pursuant to an effective a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the Holder selling time of such Securities has delivered sale), the following provisions shall apply. With respect to the registration of any proposed transfer of Securities to a QIB: (i) If the Securities to be transferred consist of an interest in the Global Securities, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (ii) If the Securities to be transferred consist of Physical Securities, the Registrar shall register the transfer if such transfer is being made by a notice in proposed transferor who has checked the box provided for on the form of Exhibit C hereto.Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating or has otherwise advised the Company and the Registrar in writing that: (cA) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution; (B) it and any such account is a QIB within the meaning of Rule 144A; (C) it is aware that the sale to it is being made in reliance on Rule 144A; (D) it acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information; and (E) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. In addition, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred. By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.8 hereof or this Section 2.16 in accordance with its customary document retention policies2.9. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing Registrar otherwise, the Trustee Registrar shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee Registrar shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. Upon any transfer or exchange of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture (including, without limitation, an exchange of a Global Security in whole in accordance with the applicable procedures), the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such transfer or exchange and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (c) By its acceptance of any Security or any share of Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company 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 reasonable written notice to the Registrar. (d) Any Securities that are purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities. (e) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its optionoption and to the extent permitted by law, reissue, resell or surrender to the Trustee for cancellation any Securities the Company purchases in this manner, in the case of a re-issuance or resale, so long as such Securities do not constitute Restricted Securities upon such re-issuance or resale. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 2.17 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. persons. The following provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository shall apply with respect to the Depository registration of any proposed transfer of a Security constituting a Restricted Security to any Institutional Accredited Investor which is not a QIB or another nominee of the Depository or by the Depository or to any such nominee to a successor Depository or a nominee of such successor Depository.non-U.S. person: (b1) Upon the transferRegistrar shall register the transfer of any Security constituting a Restricted Security, exchange whether or replacement of Securities not bearing such Security bears the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (ix) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, (ii) there is delivered not prior to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act is required in connection with such transfer, exchange or replacement any successor provision thereunder) after the later of the original Issue Date of such Securities in connection with Security (or of any re-sales Predecessor Security) or the last day on which the Company or any Affiliate of the Company was the owner of such Securities on the date of such opinion Security or any Predecessor Security or (iiiy) (1) such Security has been sold pursuant in the case of a transfer to a person purporting to be an effective registration statement under Institutional Accredited Investor which is not a QIB (excluding non-U.S. persons), the Securities Act and the Holder selling such Securities proposed transferee has delivered to the Registrar a notice certificate substantially in the form of Exhibit C hereto or (2) in the case of a transfer to a person purporting to be a non-U.S. person, the proposed transferee has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto.; and (c2) By its acceptance if the proposed transferor is an Agent Member holding a beneficial interest in a Global Security, upon receipt by the Registrar of any Security or any Common Stock bearing (x) the Security Private Placement Legend or the Common Stock Private Placement Legendcertificate, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture if any, required by paragraph (1) above and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 (y) instructions given in accordance with the Depository's and the Registrar's procedures; (a) the Registrar shall reflect on its customary document retention policies. The books and records the date and (if the transfer does not involve a transfer of Outstanding Physical Securities) a decrease in the principal amount at maturity of a Global Security in an amount equal to the principal amount at maturity of the beneficial interest in a Global Security to be transferred, and (b) the Company shall have the right to inspect execute and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any shall authenticate and deliver one or more Physical Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold of like tenor and shall be promptly cancelled pursuant to Section 2.11principal amount of authorized denominations.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11. (e) Any Physical Securities that are purchased or owned by the Company, any Subsidiary of the Company or any other Affiliate of the Company or its Subsidiaries may not be resold by the Company, such Subsidiary or such Affiliate in a transaction in which the transferee takes its interest in the form of a beneficial interest in a Global Security unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities.

Special Transfer Provisions. (a) The Initial Purchasers, the Sponsor Purchasers and the Bank Purchaser may only transfer Notes in accordance with the Note Purchase Agreement, provided, such transfers also comply with the transfer restrictions set forth in the IAI Note Legend. Unless and until the Trustee receives written notice from the Company or a Holder that a transfer of a Note has not been made in compliance with the Note Purchase Agreement, the Trustee may assume without inquiry that such transfer was made in accordance with the Note Purchase Agreement. (b) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.14(c), a Global Security Note may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (bc) Upon Every Note that bears or is required under this Section 2.14(c) to bear the transfer, exchange Restricted Note Legend or replacement of Securities not bearing the Security Private Placement IAI Note Legend, unless and any Common Stock that bears or is required under this Section 2.14(c) to bear the Company notifies Restricted Common Stock Legend or the Trustee in writing otherwiseIAI Common Stock Legend (collectively, the Trustee “Restricted Securities”) shall deliver Securities that do not bear be subject to the Security Private Placement Legend. Upon restrictions on transfer set forth in the transfer, exchange or replacement of Securities bearing the Security Private Placement Restricted Note Legend, the Trustee IAI Note Legend, the Restricted Common Stock Legend or the IAI Common Stock Legend, as the case may be, unless such restrictions on transfer shall deliver only Securities that bear be waived by written consent of the Security Private Placement Legend unless (i) the requested transferCompany, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion holder of Counsel reasonably satisfactory each such Restricted Security, by such Notes holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.14(c), the Company term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Any certificate evidencing such Note (and addressed all securities issued in exchange therefor or substitution thereof), and any stock certificate representing shares of Common Stock issued upon conversion of any Note, shall bear a Restricted Note Legend, IAI Note Legend, Restricted Common Stock Legend or IAI Common Stock Legend, as the case may be, unless such Note or such shares of Common Stock have been sold pursuant to the Company to the effect a registration statement that no registration has been declared effective under the Securities Act is required in connection with (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 or any similar provision then in force, exchange or replacement such shares of such Securities in connection with any re-sales Common Stock have been issued upon conversion of such Securities on the date of such opinion or (iii) such Security Notes that have been transferred pursuant to a registration statement that has been sold pursuant to an declared effective registration statement under the Securities Act and or pursuant to Rule 144 under the Holder selling Securities Act, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Any Note (or security issued in exchange or substitution therefor) as to which such Securities has delivered restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Note Legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Registrar in accordance with the provisions of Section 2.06, be exchanged for a notice new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restricted Note Legend. If the Restricted Note surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend, the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the form conditions for removal of Exhibit C heretothe Restricted Common Stock Legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of Common Stock, which shall not bear the Restricted Common Stock Legend required by this Section 2.14. (cd) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Restricted Note Legend or the Common Stock Private Placement IAI Note Legend, as the case may be, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Restricted Note Legend or Common Stock Private Placement the IAI Note Legend, as applicablethe case may be, and agrees that it will transfer such security Note only as provided in this Indenture and as permitted by applicable law. . (e) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.13 or this Section 2.16 in accordance with its customary document retention policies2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal hours of operation of the Registrar upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other The following provisions will apply prior to the registration of this Indenturethe Securities pursuant to the Resale Registration Rights Agreement, but or otherwise: The Securities Act Legend shall not be removed from the applicable Units except as provided in Section 2.15(b), this Section. The Securities Act Legend may be removed from a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) Rule 144A Unit if there is delivered to the Trustee KeySpan and the Company Agent a certification in the form of Exhibit H hereto and such satisfactory evidence, which may include an Opinion of Counsel Counsel, as may be reasonably satisfactory to the Company and addressed to the Company to the effect required by KeySpan, that no registration under neither the Securities Act is Legend nor the restrictions on transfer set forth therein are required in connection with such transfer, exchange or replacement to ensure that transfers of such Rule 144A Unit will not violate the registration requirements of the Securities in connection with any re-sales Act. Upon provision of such certification and any such satisfactory evidence, the Agent shall authenticate and deliver in exchange for such Rule 144A Unit a Security or Securities on having an equal aggregate amount that does not bear the date Securities Act Legend. If the Securities Act Legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such opinion or (iii) Security shall bear such legend, unless KeySpan has reasonable cause to believe that such other Security has been sold pursuant to an effective registration statement is a "restricted security" within the meaning of Rule 144 under the Securities Act and instructs the Holder selling Agent to cause the Securities Act Legend to appear thereon. Before the termination of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Unit to a transferee who takes delivery of such Securities has delivered interest through the Rule 144A Unit will be made only in accordance with the procedures of DTC, to the Registrar extent applicable, and upon receipt by the Agent of a notice written certification from the transferor of the beneficial interest in the form of Exhibit C hereto.G to the effect that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the end of the Restricted Period, such certification requirement will no longer apply to such transfers. Transfers by an owner of a certificated Security bearing the Securities Act Legend or of a beneficial interest in the Rule 144A Unit to a transferee who takes delivery of such interest through the Regulation S Global Unit or in the form of a certificated Security not bearing the Securities Act Legend will be made only upon receipt by the Agent of a written certification from the transferor in the form of Exhibit F to the effect that such transfer is being made in accordance with Regulation S. Upon any such exchange or transfer of all or a portion of any Global Unit for a certificated Security or an interest in either the Rule 144A Unit or the Regulation S Global Unit, the Global Unit from which an interest is to be so exchanged or transferred will be marked to reflect the reduction of its principal amount or number, as applicable, by the aggregate principal amount or number of such certificated Security or the interest to be so exchanged or transferred for an interest in a Regulation S Global Unit or a Rule 144A Unit, as the case may be. Until so exchanged or transferred in full, such Global Unit will in all respects be entitled to the same benefits under this Indenture as the Units authenticated and delivered hereunder. Each purchaser (other than the Initial Purchaser) of the Securities (including, without limitation, any purchaser of an interest in the Global Units) will be deemed to have represented and agreed as follows: (a) It is (A) a Qualified Institutional Buyer as defined in Rule 144A and is acquiring the Securities for its own institutional account or for the account or accounts of a Qualified Institutional Buyer, or (B) purchasing Securities in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; (b) It understands that the Securities are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Securities, such Securities may be resold, pledged or transferred only (A) in a transaction meeting the requirements of Rule 144A to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account or accounts of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (B) in accordance with Regulation S or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act; (c) By its acceptance of any Security If it is acquiring Securities or any Common Stock bearing interest or participation therein in an "offshore transaction" (as defined in Regulation S), it acknowledges that such Securities initially will be represented by the Security Private Placement Legend Restricted Regulation S Global Unit and that, for so long as required by Regulation S, transfers thereof or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend any interest or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only participation therein are restricted as provided in this Indenture Agreement; and (d) It understands that each Security will bear a legend substantially to the effect of the Securities Act Legend. Holders of a beneficial interest in Securities sold in reliance on Regulation S as Restricted Regulation S Global Units are prohibited from receiving distributions or from exchanging beneficial interests in such Restricted Regulation S Global Units for a beneficial interest in a Permanent Regulation S Global Unit until the later of (i) the expiration of the Restricted Period and as permitted (ii) the furnishing of a certificate, substantially in the form of Exhibit I attached hereto, certifying that the beneficial owner of the Restricted Regulation S Global Units is a non-United States Person (a "Regulation S Certificate"). Notwithstanding anything to the contrary contained herein, (i) prior to the expiration of the Restricted Period, transfers of beneficial interests in a Restricted Regulation S Global Unit may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser), and (ii) a beneficial interest in a Restricted Regulation S Global Unit may not be exchanged for a certificated Security or transferred to a Person who takes delivery thereof in the form of a certificated Security prior to (x) the expiration of the Restricted Period and (y) the receipt by applicable lawthe Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. The Registrar shall retain for at least two years copies of all letters, notices and other written communications received pursuant to Section 2.15 2.16 hereof or this Section 2.16 in accordance with its customary document retention policies2.17. The Company Issuers 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (aA) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.15(B), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (bB) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee Registrar or co-registrar shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee Registrar or co-registrar shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar or co-registrar a notice in the form of Exhibit C hereto. Upon any sale or transfer of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture, the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such sale or transfer and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (cC) By its acceptance of any Security or any share of Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, as the case may be, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will shall transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company 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 reasonable written notice to the Registrar. (dD) Any Securities or shares of Common Stock issued upon the conversion of Securities that are purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities or shares of Common Stock, as the case may be, no longer being Restricted Securities. (E) The Company may, to the extent permitted by law, purchase repurchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryLegend on Restricted Notes. (b1) Upon Each Restricted Note (including Global Notes and Private Exchange Notes) shall bear a Private Placement Legend until such time as such Note is exchanged for an Exchange Note pursuant to the transfer, exchange or replacement of Securities Exchange Offer (it being understood that such Exchange Notes shall not bearing bear the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange ) or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange sold or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold otherwise transferred pursuant to an effective registration statement under the Securities Act or pursuant to the exemption from the registration requirements under the Securities Act provided by Rule 144 (if available); provided that upon the request made by the Holder of any Restricted Note bearing a Private Placement Legend from and after the date of expiration of the holding period applicable to sales of such Note pursuant to Rule 144(k) (the "Resale Restriction Termination Date"), or from and after the date that such Note shall cease to be a Restricted Note, the Company will execute and the Holder selling Trustee will authenticate and deliver, in exchange for such Securities has delivered Note, a new Note in like aggregate principal amount but not bearing the Private Placement Legend. In connection with any request to remove the Private Placement Legend from a Note being transferred pursuant to Rule 144 prior to the Registrar a notice Resale Restriction Termination Date, the Company may request that the transferor deliver such legal opinions and other certificates as the Company reasonably may require to confirm that such transfer is being made in the form of Exhibit C heretoaccordance with Rule 144. (c2) By its acceptance of any Security or any Common Stock bearing the Security Each Note sold pursuant to Regulation S (including Global Notes and Private Exchange Notes) shall bear a Private Placement Legend or until such time as such Note is exchanged for an Exchange Note pursuant to the Common Stock Exchange Offer (it being understood that such Exchange Notes shall not bear the Private Placement Legend, each holder thereof acknowledges ) or sold or otherwise transferred pursuant to an effective registration statement under the restrictions on transfer Securities Act or pursuant to the exemption from the registration requirements under the Securities Act provided by Rule 144 (if available); provided that upon the request made by the Holder of such security set forth in this Indenture and in the Security any Note sold pursuant to Regulation S bearing a Private Placement Legend or Common Stock from and after the date of expiration of the Restricted Period, the Company will execute and the Trustee will authenticate and deliver, in exchange for such Note, a new Note in like aggregate principal amount but not bearing the Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d3) The Company mayAny Note issued upon registration of transfer or exchange of a Note which bears a Private Placement Legend shall, except as otherwise permitted pursuant to this First Supplemental Indenture, also bear a Private Placement Legend. Any Note issued upon registration of transfer or exchange of a Note which does not bear a Private Placement Legend shall not bear a Private Placement Legend. (4) Except in the case of Exchange Notes issued pursuant to the extent permitted by lawExchange Offer, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation shall not issue any Securities Notes which do not bear the Private Placement Legend until it has received a Company Order and an Officers' Certificate from the Company purchases in this manner. Securities surrendered directing it to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11do so.

Special Transfer Provisions. Unless a Security is transferred after the time period referred to in Rule 144(k) under the Securities Act or otherwise sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such sale), the following provisions shall apply. With respect to the registration of any proposed transfer of Securities to a QIB: (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not If the Securities to be transferred except as a whole consist of an interest in the Global Securities, the transfer of such interest may be effected only through the book-entry system maintained by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryDepositary. (b) Upon If the transferSecurities to be transferred consist of Physical Securities, exchange the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or replacement of Securities not bearing the Security Private Placement Legend, unless has otherwise advised the Company notifies and the Trustee Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating or has otherwise advised the Company and the Registrar in writing otherwisethat: (i) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution; (ii) it and any such account is a QIB within the meaning of Rule 144A; (iii) it is aware that the sale to it is being made in reliance on Rule 144A; (iv) it acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information; and (v) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. In addition, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall deliver cancel the Physical Securities that do not bear the Security Private Placement Legendso transferred. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.8 hereof or this Section 2.16 in accordance with its customary document retention policies2.9. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. Unless and until an Initial Note is exchanged for an Exchange Note in connection with an effective Registration pursuant to the Registration Rights Agreement, the following provisions shall apply: (a) Notwithstanding The registration of transfer or exchange of any other Note (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryRestricted Legend. (b) Upon The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transferregistration of transfer or exchange of a Note (or a beneficial interest therein), exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoTrustee. (c) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Holder of such a Note acknowledges the restrictions on registrations of transfer of such Note set forth in this Supplemental Indenture and in the Private Placement Legend and agrees that it will register the transfer of such Note only as provided in this Supplemental Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such security Note set forth in this Indenture and in Supplemental Indenture. In connection with any registration of transfer of Notes, each Holder agrees by its acceptance of the Security Private Placement Legend Notes to furnish the Registrar or Common Stock Private Placement Legendthe Company such certifications, legal opinions or other information as applicableeither of them may reasonably require to confirm that such registration of transfer is being made pursuant to an exemption from, and agrees or a transaction not subject to, the registration requirements of the Securities Act; provided that it will transfer the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such security only as provided in this Indenture and as permitted by applicable lawcertifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.7 of the Indenture or this Section 2.16 in accordance with its customary document retention policies2.05. The Company 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 reasonable written notice to the Registrar. Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Xxxxxx's Note in violation of any provision of this Supplemental 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 Supplemental Indenture or under applicable law with respect to any registrations of transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Depositary 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (d) The A Global Note may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company mayor to a nominee of such successor Depositary. (e) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article II of the Indenture, the Trustee, upon the written order of the Company, will authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the extent permitted by lawprincipal amount of the Global Note in exchange for the Global Note. In addition, purchase the Securities in the open market or by tender offer Company may at any price time determine that the Notes shall no longer be represented by a Global Note. In such event the Company will execute, and subject to Section 2.7 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for the Global Note. Upon the exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or by private agreement without giving prior notice to Holdersindirect participants or otherwise, shall instruct the Trustee. The Company may, at its option, surrender Trustee shall deliver such Notes to the Trustee Depositary for cancellation any Securities the Company purchases in this manner. Securities surrendered delivery to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11Persons in whose names such Notes are so registered.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and the Trustee and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or opinion, (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto or (iv) such Security has been sold pursuant to Rule 144 under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit D hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (ba) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver deliver, in accordance with its customary procedures, Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (cb) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (dc) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. Unless and until a Transfer Restricted Security is transferred or exchanged under an effective registration statement under the Securities Act, the following provisions shall apply: (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the registration of transfer, exchange or replacement of Senior Subordinated Securities not bearing the Security Private Placement Restricted Securities Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee Registrar shall deliver Senior Subordinated Securities that do not bear the Security Private Placement Restricted Securities Legend. Upon the registration of transfer, exchange or replacement of Senior Subordinated Securities bearing the Security Private Placement Restricted Securities Legend, the Trustee Registrar shall deliver only Senior Subordinated Securities that bear the Security Private Placement Restricted Securities Legend unless (i) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination second anniversary of the Issue Date (PROVIDED, HOWEVER, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such Senior Subordinated Security, or portion thereof, at any time prior to the second anniversary of the Issue Date, ) or (ii) there is delivered to the Trustee and the Company Registrar an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company Trustee to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoAct. (cb) By its acceptance of any Senior Subordinated Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Senior Subordinated Security acknowledges the restrictions on that transfer of such security Senior Subordinated Security may be restricted pursuant to the provisions of the Securities Act as set forth in this Indenture and in the Security Private Placement Restricted Securities Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will shall transfer such security Senior Subordinated Security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies a transaction that is exempt from the registration requirements of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11Act.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. Upon any transfer or exchange of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture (including, without limitation, an exchange of a Global Security in whole in accordance with the applicable procedures), the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such transfer or exchange and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (c) By its acceptance of any Security or any Common Stock Ordinary Shares bearing the Security Private Placement Legend or the Common Stock Ordinary Shares Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Ordinary Shares Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company 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 reasonable written notice to the Registrar. (d) Any Securities that are purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities. (e) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its optionoption and to the extent permitted by law, reissue, resell or surrender to the Trustee for cancellation any Securities the Company purchases in this manner, in the case of a re-issuance or resale, so long as such Securities do not constitute Restricted Securities upon such re-issuance or resale. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), Unless a Global Security may not be is transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (iitime period referred to in Rule 144(k) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been otherwise sold pursuant to an effective a registration statement that has been declared effective under the Securities Act (and that continues to be effective at the Holder selling time of such sale), the following provisions shall apply: (i) if the Securities has delivered to be transferred consist of an interest in the Global Securities, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary; and (ii) if the Securities to be transferred consist of Physical Securities, the Registrar shall register the transfer if such transfer is being made by a notice in proposed transferor who has checked the box provided on the form of Exhibit C hereto.Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided on the form of Security stating or has otherwise advised the Company and the Registrar in writing that: (cA) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution; (B) it and any such account is a QIB within the meaning of Rule l44A; (C) it is aware that the sale to it is being made in reliance on Rule 144A; (D) it acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information; and (E) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided, however, that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.08 hereof or this Section 2.16 in accordance with its customary document retention policies2.09. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.14(b), a Global Security Note may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon Every Note that bears or is required under this Section 2.14(b) to bear the transfer, exchange or replacement of Securities not bearing the Security Private Placement Restricted Note Legend, unless and any Common Stock that bears or is required under this Section 2.14(b) to bear the Company notifies the Trustee in writing otherwiseRestricted Common Stock Legend (collectively, the Trustee “Restricted Securities”) shall deliver Securities that do not bear be subject to the Security Private Placement Legend. Upon restrictions on transfer set forth in the transfer, exchange Restricted Note Legend or replacement of Securities bearing the Security Private Placement Restricted Common Stock Legend, as the Trustee case may be, unless such restrictions on transfer shall deliver only Securities that bear be waived by written consent of the Security Private Placement Legend unless (i) the requested transferCompany, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion holder of Counsel reasonably satisfactory each such Restricted Security, by such Notes holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.14(b), the Company term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Any certificate evidencing such Note (and addressed all securities issued in exchange therefor or substitution thereof), and any stock certificate representing shares of Common Stock issued upon conversion of any Note, shall bear a Restricted Note Legend or Restricted Common Stock Legend, as the case may be, unless such Note or such shares of Common Stock have been sold pursuant to the Company to the effect a registration statement that no registration has been declared effective under the Securities Act is required in connection with (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 or any similar provision then in force, exchange or replacement such shares of such Securities in connection with any re-sales Common Stock have been issued upon conversion of such Securities on the date of such opinion or (iii) such Security Notes that have been transferred pursuant to a registration statement that has been sold pursuant to an declared effective registration statement under the Securities Act and or pursuant to Rule 144 under the Holder selling Securities Act, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Any Note (or security issued in exchange or substitution therefor) as to which such Securities has delivered restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Note Legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Registrar in accordance with the provisions of Section 2.06, be exchanged for a notice new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restricted Note Legend. If the Restricted Note surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend, the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the form conditions for removal of Exhibit C heretothe Restricted Common Stock Legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of Common Stock, which shall not bear the Restricted Common Stock Legend required by this Section 2.14. (c) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Note Legend, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Restricted Note Legend, as applicable, and agrees that it will transfer such security Note only as provided in this Indenture and as permitted by applicable law. . (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.13 or this Section 2.16 in accordance with its customary document retention policies2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal hours of operation of the Registrar upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) The Initial Purchasers may only transfer Notes in accordance with the Purchase Agreement, provided that such transfers also comply with the transfer restrictions set forth in the IAI Note Legend. Unless and until the Trustee receives written notice from the Company or a Holder that a transfer of a Note has not been made in compliance with the Purchase Agreement, the Trustee may assume without inquiry that such transfer was made in accordance with the Purchase Agreement. (b) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.14(c), a Global Security Note may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (bc) Upon Every Note that bears or is required under this Section 2.14(c) to bear the transfer, exchange Restricted Note Legend or replacement of Securities not bearing the Security Private Placement IAI Note Legend, unless and any Common Stock that bears or is required under this Section 2.14(c) to bear the Company notifies Restricted Common Stock Legend or the Trustee in writing otherwiseIAI Common Stock Legend (collectively, the Trustee “Restricted Securities”) shall deliver Securities that do not bear be subject to the Security Private Placement Legend. Upon restrictions on transfer set forth in the transfer, exchange or replacement of Securities bearing the Security Private Placement Restricted Note Legend, the Trustee IAI Note Legend, the Restricted Common Stock Legend or the IAI Common Stock Legend, as the case may be, unless such restrictions on transfer shall deliver only Securities that bear be waived by written consent of the Security Private Placement Legend unless (i) the requested transferCompany, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion holder of Counsel reasonably satisfactory each such Restricted Security, by such Notes holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.14(c), the Company term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Any certificate evidencing such Note (and addressed all securities issued in exchange therefor or substitution thereof), and any stock certificate representing shares of Common Stock issued upon conversion of any Note, shall bear a Restricted Note Legend, IAI Note Legend, Restricted Common Stock Legend or IAI Common Stock Legend, as the case may be, unless such Note or such shares of Common Stock have been sold pursuant to the Company to the effect a registration statement that no registration has been declared effective under the Securities Act is required in connection with (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 or any similar provision then in force, exchange or replacement such shares of such Securities in connection with any re-sales Common Stock have been issued upon conversion of such Securities on the date of such opinion or (iii) such Security Notes that have been transferred pursuant to a registration statement that has been sold pursuant to an declared effective registration statement under the Securities Act and or pursuant to Rule 144 under the Holder selling Securities Act, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Any Note (or security issued in exchange or substitution therefor) as to which such Securities has delivered restrictions on transfer shall have expired in accordance with their terms or as to which conditions for removal of the Restricted Note Legend or IAI Note Legend, as the case may be, set forth therein have been satisfied may, upon surrender of such Note for exchange to the Registrar in accordance with the provisions of Section 2.06, be exchanged for a notice new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restricted Note Legend or IAI Note Legend, as the case may be. If the Restricted Note surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend or IAI Note Legend, as the case may be, the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the Restricted Note Legend or IAI Note Legend, as the case may be, shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver an unlegended Global Note to the Depositary. Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the form conditions for removal of Exhibit C heretothe Restricted Common Stock Legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of Common Stock, which shall not bear the Restricted Common Stock Legend required by this Section 2.14. (cd) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Restricted Note Legend or the Common Stock Private Placement IAI Note Legend, as the case may be, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Restricted Note Legend or Common Stock Private Placement the IAI Note Legend, as applicablethe case may be, and agrees that it will transfer such security Note only as provided in this Indenture and as permitted by applicable law. Indenture. (e) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.13 or this Section 2.16 in accordance with its customary document retention policies2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal hours of operation of the Registrar upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), Unless a Global Security may not be is transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (iitime period referred to in Rule 144(k) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been otherwise sold pursuant to an effective a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the Holder selling time of such Securities has delivered sale), the following provisions shall apply. With respect to the registration of any proposed transfer of Securities to a QIB: (i) If the Securities to be transferred consist of an interest in the Global Securities, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (ii) If the Securities to be transferred consist of Physical Securities, the Registrar shall register the transfer if such transfer is being made by a notice in proposed transferor who has checked the box provided for on the form of Exhibit C hereto.Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating or has otherwise advised the Company and the Registrar in writing that: (cA) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution; (B) it and any such account is a QIB within the meaning of Rule 144A; and (C) it is aware that the sale to it is being made in reliance on Rule 144A. In addition, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred. By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.8 hereof or this Section 2.16 in accordance with its customary document retention policies2.9. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions Any transfer of this Indenture, but except as provided a beneficial interest in Section 2.15(b), a Global Security may in global form which cannot be transferred except as a whole effected through book-entry settlement must be effected by the Depository delivery to the transferee (or its nominee) of a nominee definitive Security or Securities registered in the name of the Depository transferee (or by a nominee of its nominee) on the Depository to the Depository or another nominee of the Depository or books maintained by the Depository or Trustee. With respect to any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Security Private Placement Legendin global form to be reduced and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to the transferee (or such transferee's nominee, as the case may be) a Security or Securities in the appropriate aggregate principal amount in the name of such transferee (or its nominee) and bearing such restrictive legends as may be required by this Indenture. Upon the In connection with any such transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered may request such representations and agreements relating to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in Security or Securities from such transferee (or such transferee's nominee) as the Trustee may reasonably require. So long as the Securities are eligible for book-entry settlement, or unless otherwise required by law, upon any transfer of a definitive Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 a QIB in accordance with its customary document retention policies. The Company shall have Rule 144A, unless otherwise requested by the right to inspect transferor, and make copies upon receipt of all such lettersthe definitive Security or Securities being so transferred, notices together with a certification from the transferor that the transferor reasonably believes the transferee is a QIB (or other written communications at any reasonable time upon the giving of reasonable written notice evidence satisfactory to the Registrar. (d) The Company mayTrustee), the Trustee shall make an endorsement on the Restricted Global Book-Entry Interest to reflect an increase in the extent permitted aggregate principal amount of the Securities represented by the Restricted Global Book-Entry Interest, the Trustee shall cancel such definitive Security or Securities and cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Securities represented by the Restricted Global Book-Entry Interest to be increased accordingly. So long as the Securities are eligible for book-entry settlement, or unless otherwise required by law, purchase upon any transfer of a definitive Security in accordance with Regulation S, if requested by the transferor, and upon receipt of the definitive Security or Securities being so transferred, together with a certification from the transferor that the transfer was made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (or other evidence satisfactory to the Trustee), the Trustee shall make an endorsement on the Regulation S Global Book-Entry Interest to reflect an increase in the open market or aggregate principal amount of the Securities represented by tender offer at any price or by private agreement without giving prior notice to Holders. The Company maythe Regulation S Global Book-Entry Interest, at its option, surrender to the Trustee for cancellation any shall cancel such definitive Security or Securities and cause the Company purchases in this manner. aggregate principal amount of Securities surrendered represented by the Regulation S Global Book-Entry Interest to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11increased accordingly.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.14(b), a Global Security Note may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon Every Note that bears or is required under this Section 2.14(b) to bear the transfer, exchange or replacement of Securities not bearing the Security Private Placement Restricted Note Legend, unless and any Common Stock that bears or is required under this Section 2.14(b) to bear the Company notifies the Trustee in writing otherwiseRestricted Common Stock Legend (collectively, the Trustee “Restricted Securities”) shall deliver Securities that do not bear be subject to the Security Private Placement Legend. Upon restrictions on transfer set forth in the transfer, exchange Restricted Note Legend or replacement of Securities bearing the Security Private Placement Restricted Common Stock Legend, as the Trustee case may be, unless such restrictions on transfer shall deliver only Securities that bear be waived by written consent of the Company, and the holder of each such Restricted Security, by such Notes holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.14(b), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after any interest therein. Until the Resale Restriction Termination Date, any certificate evidencing such Note (ii) there is delivered and all securities issued in exchange therefor or substitution thereof), and any stock certificate representing shares of Common Stock issued upon conversion of any Note, shall bear a Restricted Note Legend or a Restricted Common Stock Legend, as the case may be, unless such Note or such shares of Common Stock have been sold pursuant to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect a registration statement that no registration has been declared effective under the Securities Act is required in connection with (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 or any similar provision then in force, exchange or replacement such shares of such Securities in connection with any re-sales Common Stock have been issued upon conversion of such Securities on the date of such opinion or (iii) such Security Notes that have been transferred pursuant to a registration statement that has been sold pursuant to an declared effective registration statement under the Securities Act and or pursuant to Rule 144 under the Holder selling Securities Act, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Any Note (or security issued in exchange or substitution therefor) as to which such Securities has delivered restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Note Legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Registrar in accordance with the provisions of Section 2.06, be exchanged for a notice new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restricted Note Legend. If the Restricted Note surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend, the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the form conditions for removal of Exhibit C heretothe Restricted Common Stock Legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of Common Stock, which shall not bear the Restricted Common Stock Legend required by this Section 2.14. (c) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Note Legend, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Restricted Note Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Note only as provided in this Indenture and as permitted by applicable law. . (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.13 or this Section 2.16 in accordance with its customary document retention policies2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal hours of operation of the Registrar upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding With respect to any proposed offer, pledge, resale or other provisions transfer (each a “transfer”) of this Indenture, but except as provided (A) a beneficial interest in Section 2.15(b), any Global Certificate bearing a Restricted Legend to a Definitive Certificate bearing a Restricted Legend or (B) a beneficial interest in any Definitive Certificate bearing a Restricted Legend to a Global Security may not be transferred except as Certificate bearing a whole by Restricted Legend, the Depository to Registrar shall receive the following: (i) if the transferee will take delivery in the form of a nominee beneficial interest in a Global Certificate or Definitive Certificate offered and sold in reliance on Rule 144A, then the transferor must deliver the form of the Depository or by a nominee of the Depository transfer notice attached to the Depository or another nominee Applicable Certificate, including the certifications in item (1) thereof; (ii) if the transferee will take delivery in the form of the Depository or by the Depository or any such nominee to a successor Depository beneficial interest in a Global Certificate or a nominee Definitive Certificate offered and sold in reliance on Regulation S, then the transferor must deliver the form of such successor Depositorytransfer notice attached to the Applicable Certificate, including the certifications in item (2) thereof; or (iii) if the transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act or is being transferred to the Company or an affiliate thereof, the transferor must deliver the form of transfer notice attached to the Applicable Certificate, including the certifications in item (3) thereof. (b) Upon If the transferproposed transferee is a DTC Participant and the Applicable Certificate to be transferred consists of Definitive Certificates, exchange or replacement upon receipt by the Registrar of Securities not bearing the Security Private Placement Legend, unless documents referred to in clause (a) above and instructions given in accordance with DTC’s and the Company notifies the Trustee in writing otherwiseRegistrar’s procedures therefor, the Trustee Registrar shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee reflect on its books and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on records the date of such opinion or (iii) such Security has been sold pursuant transfer and an increase in the principal amount of Global Certificates in an amount equal to an effective registration statement under the Securities Act principal amount of the Definitive Certificates being transferred, and the Holder selling Trustee shall cancel such Securities has delivered Definitive Certificates so transferred. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to the Registrar a notice transfers of beneficial interests in the form of Exhibit C heretoApplicable Certificates offered and sold in reliance on Regulation S that are held by participants through Euroclear or Clearstream. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. Unless and until an Initial Note is exchanged for an Exchange Note in connection with an effective Registration pursuant to the Registration Rights Agreement, the following provisions shall apply: (a) Notwithstanding The transfer or exchange of any other Note (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryRestricted Legend. (b) Upon The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfertransfer or exchange of a Note (or a beneficial interest therein), exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoTrustee. (c) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Supplemental Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Note only as provided in this Indenture and Supplemental Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Supplemental Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 3.5 of the Indenture or this Section 2.16 in accordance with its customary document retention policies2.05. The Company 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 reasonable written notice to the Registrar. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Depository 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (d) The A Global Note may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company mayor to a nominee of such successor Depository. (e) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the extent permitted by lawprincipal amount of the Global Note in exchange for the Global Note. In addition, purchase the Securities in the open market or by tender offer Company may at any price time determine that the Notes shall no longer be represented by a Global Note. In such event the Company will execute, and subject to Section 3.5 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for the Global Note. Upon the exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or by private agreement without giving prior notice to Holdersindirect participants or otherwise, shall instruct the Trustee. The Company may, at its option, surrender Trustee shall deliver such Notes to the Trustee Depositary for cancellation any Securities the Company purchases in this manner. Securities surrendered delivery to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11Persons in whose names such Notes are so registered.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository Xxxxxxxxxx or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11. (e) Any Physical Securities that are purchased or owned by the Company, any Subsidiary of the Company or any other Affiliate of the Company or its Subsidiaries may not be resold by the Company, such Subsidiary or such Affiliate in a transaction in which the transferee takes its interest in the form of a beneficial interest in a Global Security unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors. The following -------------------------------------------------------- provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenturea Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to non-U.S. persons): (1) The Security Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, but except or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made to an institutional "accredited investor" (as provided defined in Section 2.15(bRule 501(a)(1), a Global Security may not be transferred except as a whole by (2), (3) or (7) under the Depository to a nominee of Securities Act) and the Depository or by a nominee of the Depository proposed transferee has delivered to the Depository Security Registrar a certificate containing certain representations and agreements (the form of which certificate can be obtained from the Trustee or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryCompany). (b2) Upon the transferSubject to paragraph (1) above, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (i) the requested transferproposed transferee is an Agent Member, exchange or replacement is and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Resale Restriction Termination DateInstitutional Accredited Investor Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount of the Institutional Accredited Investor Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred, and (ii) there the proposed transferor is delivered to an Agent Member holding a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security, upon receipt by the Trustee Security Registrar of instructions given in accordance with the Depository's and the Company an Opinion of Counsel reasonably satisfactory to Security Registrar's procedures, the Company Security Registrar shall reflect on its books and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on records the date of such opinion transfer and (A) a decrease in the principal amount of such Rule 144A Global Security or (iii) such Security has been sold pursuant to Regulation S Global Security, as the case may be, in an effective registration statement under the Securities Act and the Holder selling such Securities has delivered amount equal to the Registrar principal amount of the beneficial interest in a notice Global Security to be transferred, and (B) an increase in the form principal amount of Exhibit C hereto. (c) By its acceptance of any an Institutional Accredited Investor Global Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice an amount equal to the Registrarprincipal amount to be transferred. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors. The following -------------------------------------------------------- provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenturea Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to non-U.S. persons): (1) The Security Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, but except or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made to an institutional "accredited investor" (as provided defined in Section 2.15(bRule 501(a)(1), a Global Security may not be transferred except as a whole by (2), (3) or (7) under the Depository to a nominee of Securities Act) and the Depository or by a nominee of the Depository proposed transferee has delivered to the Depository Security Registrar a certificate containing certain representations and agreements (the form of which certificate can be obtained from the Trustee or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryCompany). (b2) Upon the transferSubject to paragraph (1) above, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (i) the requested transferproposed transferee is an Agent Member, exchange or replacement is and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Resale Restriction Termination DateInstitutional Accredited Investor Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount at maturity of the Institutional Accredited Investor Global Security in an amount equal to the principal amount at maturity of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred, and (ii) there the proposed transferor is delivered to an Agent Member holding a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security, upon receipt by the Trustee Security Registrar of instructions given in accordance with the Depository's and the Company an Opinion of Counsel reasonably satisfactory to Security Registrar's procedures, the Company Security Registrar shall reflect on its books and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on records the date of such opinion transfer and (A) a decrease in the principal amount at maturity of such Rule 144A Global Security or (iii) such Security has been sold pursuant to Regulation S Global Security, as the case may be, in an effective registration statement under the Securities Act and the Holder selling such Securities has delivered amount equal to the Registrar principal amount at maturity of the beneficial interest in a notice Global Security to be transferred, and (B) an increase in the form principal amount at maturity of Exhibit C hereto. (c) By its acceptance of any an Institutional Accredited Investor Global Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice an amount equal to the Registrarprincipal amount at maturity to be transferred. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this IndentureUnless a Security is transferred pursuant to Rule 144 under the Securities Act, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository has been originally issued pursuant to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities registration statement that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration has been declared effective under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been otherwise sold pursuant to an effective a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the Holder selling time of such Securities has delivered sale), the following provisions shall apply. With respect to the registration of any proposed transfer of Securities to a QIB: (i) If the Securities to be transferred consist of an interest in the Global Securities, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. (ii) If the Securities to be transferred consist of certificated Securities, the Registrar shall register the transfer if such transfer is being made by a notice in proposed transferor who has checked the box provided for on the form of Exhibit C hereto.Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating or has otherwise advised the Company and the Registrar in writing that: (cA) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution; (B) it and any such account is a QIB within the meaning of Rule 144A; and (C) it is aware that the sale to it is being made in reliance on Rule 144A. In addition, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the principal amount of the certificated Securities to be transferred, and the Trustee shall cancel the certificated Securities so transferred. By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities that is not made pursuant to a registration statement, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.08 hereof or this Section 2.16 in accordance with its customary document retention policies2.09. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. With respect to the registration of any proposed transfer of Securities: (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not If the Securities to be transferred except as a whole consist of an interest in the Global Securities, the transfer of such interest may be effected only through the book-entry system maintained by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryDepositary. (b) Upon In addition, the transferRegistrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the principal amount of the Physical Securities to be transferred, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, and the Trustee shall deliver cancel the Physical Securities that do not bear the Security Private Placement Legendso transferred. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.8 hereof or this Section 2.16 in accordance with its customary document retention policies2.9. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. Unless and until a Transfer Restricted Security is transferred or exchanged under an effective registration statement under the Securities Act, the following provisions shall apply: (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the registration of transfer, exchange or replacement of Senior Subordinated Securities not bearing the Security Private Placement Restricted Securities Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee Registrar shall deliver Senior Subordinated Securities that do not bear the Security Private Placement Restricted Securities Legend. Upon the registration of transfer, exchange or replacement of Senior Subordinated Securities bearing the Security Private Placement Restricted Securities Legend, the Trustee Registrar shall deliver only Senior Subordinated Securities that bear the Security Private Placement Restricted Securities Legend unless (i) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination second anniversary of the Issue Date (PROVIDED, HOWEVER, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such Senior Subordinated Security, or portion thereof, at any time prior to the second anniversary of the Issue Date, ) or (ii) there is delivered to the Trustee and the Company Registrar an Opinion of Counsel reasonably satisfactory to the Company Issuer and addressed to the Company Trustee to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoAct. (cb) By its acceptance of any Senior Subordinated Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Senior Subordinated Security acknowledges the restrictions on that transfer of such security Senior Subordinated Security may be restricted pursuant to the provisions of the Securities Act as set forth in this Indenture and in the Security Private Placement Restricted Securities Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will shall transfer such security Senior Subordinated Security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies a transaction that is exempt from the registration requirements of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11Act.

Special Transfer Provisions. At any time at the request of the beneficial holder of an interest in a Security in global form, such beneficial holder shall be entitled to obtain a definitive Security upon written request to the Trustee in accordance with the standing instructions and procedures existing between the Depositary and the Trustee for the issuance thereof. Upon receipt of any such request, the Trustee will cause the aggregate principal amount of the Security in global form to be reduced and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (aor its nominee) Notwithstanding any other provisions a Security or Securities in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in a Security in global form which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a definitive Security or Securities registered in the name of the transferee (or its nominee) on the books maintained by the Trustee. With respect to any such transfer, but except the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Security in global form to be reduced and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to the transferee (or such transferee's nominee, as provided in Section 2.15(bthe case may be), a Global Security or Securities in the appropriate aggregate principal amount in the name of such transferee (or its nominee) and bearing such restrictive legends as may not be transferred except as a whole required by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or this Indenture. In connection with any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered may request such representations and agreements relating to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth Security or Securities from such transferee (or such transferee's nominee) as the Trustee may reasonably require. If a holder of a definitive Security wishes at any time to exchange its Security for a beneficial interest in this Indenture and any Global Security (or vice versa), or to transfer its definitive Security to a person who wishes to take delivery thereof in the form of a beneficial interest in a Global Security Private Placement Legend (or Common Stock Private Placement Legendvice versa), as applicable, such Securities and agrees that it will transfer such security beneficial interests may be exchanged or transferred for one another only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policiessuch procedures as are substantially consistent with the provisions of the two preceding paragraphs (including the certification requirements intended to ensure that such exchanges or transfers comply with Rule 144 or Rule 144A, as the case may be) and as may be from time to time adopted by the Company and the Trustee. The Company shall have Any beneficial interest in one of the right Global Securities that is transferred to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities a person who takes delivery in the open market or by tender offer at any price or by private agreement without giving prior notice form of an interest in the other Global Security will, upon transfer, cease to Holders. The Company maybe an interest in such Global Security and become an interest in the other Global Security and, at its optionaccordingly, surrender will thereafter be subject to the Trustee all transfer restrictions and other procedures applicable to beneficial interests in such other Global Security for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11as long as it remains such an interest.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), Unless and until a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement Note is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company exchanged for an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration Exchange Note under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act pursuant to the relevant Registration Rights Agreement, the following provisions shall apply: (a) All Transfers and Exchanges of Book-Entry Interests. In connection with all transfers and exchanges of Book-Entry Interests, other than transfers of Book-Entry Interests corresponding to a Global Note to Persons who will hold such Book-Entry Interest in the form of a Book-Entry Interest corresponding to the same Global Note, the transferor of such Book-Entry Interest must deliver to the Trustee either (i) (A) instructions given in accordance with the Applicable Procedures from a Participant directing the Depository to credit or cause to be credited a Book-Entry Interest corresponding to the specified Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged, (B) a written order given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase and (C) instructions given by the Holder selling such Securities has delivered of the Global Note to effect the transfer referred to in (A) and (B) above or (ii) (A) instructions given in accordance with the Applicable Procedures from a Participant directing the Depository to cause to be issued a Definitive Registered Note in an amount equal to the Registrar Book-Entry Interest to be transferred or exchanged and (B) instructions given by the Holder of the Global Note to effect the transfer referred to in (A) above. (b) Transfer of Book-Entry Interests in the Same Global Note. Book-Entry Interests corresponding to any Global Note may be transferred to Persons who will hold such Book-Entry Interest in the form of a notice Book-Entry Interest corresponding to the same Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. (c) Transfer of Book-Entry Interests to Another Global Note. Book-Entry Interests corresponding to one of the Global Notes of any subclass may be transferred to Persons who will hold such Book-Entry Interest in the form of a Book-Entry Interest corresponding to the other Global Note of such subclass if the Trustee receives the following: (i) if the transferee will hold such interests in the form of a Book-Entry Interest corresponding to a Rule 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit C J hereto., including the certifications in item (1) thereof; and (cii) By its acceptance of any Security or any Common Stock bearing if the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of transferee will hold such security set forth in this Indenture and interests in the Security Private Placement Legend or Common Stock Private Placement Legendform of a Book-Entry Interest corresponding to a Regulation S Global Note, as applicablethen the transferor must deliver a certificate in the form of Exhibit J hereto, and agrees that it will transfer such security only as provided including the certifications in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registraritem (2) thereof. (d) The Company may, to the extent permitted Notation by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee of Transfer of Book-Entry Interests Among Global Notes. Upon satisfaction of the requirements for cancellation any Securities the Company purchases in this manner. Securities surrendered transfer of Book-Entry Interests pursuant to paragraph (c) above, the Trustee for cancellation may not shall reduce or cause to be reissued reduced the aggregate principal amount of the relevant Global Note from which the Book-Entry Interest is being transferred, and increase or resold cause to be increased the aggregate principal amount of the Global Note to which the Book-Entry Interest is being transferred, in each case, by the principal amount of the Book-Entry Interest being transferred and shall be promptly cancelled pursuant direct the Book-Entry Depositary to Section 2.11make corresponding endorsements on the schedules attached to such Global Notes and adjustments in its book-entry system of the corresponding Depositary Interests. (e) Exchange of Book-Entry

Special Transfer Provisions. (a) Notwithstanding any other provisions of As used in this IndentureSection 2.8, but except as provided in Section 2.15(b), a Global Security may not the term "Debt Securities" shall be transferred except as a whole by deemed also to refer to the Depository to a nominee "Securities". At the request of the Depository or by beneficial holder of an interest in Debt Securities in global form, such beneficial holder shall be entitled to obtain a nominee of the Depository definitive Debt Security upon written request to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwiseaccordance with the standing instructions and procedures existing between the Depositary and the Trustee for the issuance thereof. Any transfer of a beneficial interest in a Debt Security in global form which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a definitive Debt Security or Debt Securities registered in the name of the transferee (or its nominee) on the Security Register. With respect to any such transfer, the Trustee shall deliver will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Debt Securities that do not bear the Security Private Placement Legend. Upon the transferin global form to be reduced and, exchange or replacement of Securities bearing the Security Private Placement Legendfollowing such reduction, the Trustee shall deliver only will cause definitive Debt Securities that bear in the Security Private Placement Legend unless appropriate aggregate principal amount in the name of such transferee (ior its nominee) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered and bearing such restrictive legends as may be required by this Indenture to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in be delivered. In connection with any such transfer, exchange or replacement of the Trustee may request such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant representations and agreements relating to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth Debt Security or Debt Securities from such transferee (or such transferee's nominee) as the Trustee may reasonably require. (b) So long as the Debt Securities are eligible to be held as Debt Securities in this Indenture and in the global form, or unless otherwise required by law, upon any transfer of a definitive Debt Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant Debt Securities to Section 2.15 or this Section 2.16 a QIB in accordance with its customary document retention policies. The Company shall have Rule 144A, unless otherwise requested by the right transferor, and upon receipt of the definitive Debt Security or Debt Securities being so transferred, together with a certification in the form attached to inspect and make copies the form of all such letters, notices Debt Security from the transferor that the transferor reasonably believes the transferee is a QIB (or other written communications at any reasonable time upon the giving of reasonable written notice evidence satisfactory to the RegistrarTrustee), the Trustee shall make an endorsement on the Restricted Global Debt Security to reflect an increase in the aggregate principal amount of the Restricted Global Debt Security, and the Trustee shall cancel such definitive Debt Security or Debt Securities and cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Debt Securities represented by the Restricted Global Debt Security to be increased accordingly. (c) So long as the Debt Securities are eligible for book-entry settlement, or unless otherwise required by law, upon any transfer of a definitive Debt Security in accordance with Regulation S, if requested by the transferor, and upon receipt of the definitive Debt Security or Debt Securities being so transferred, together with a certification in the form attached to the form of Debt Security from the transferor that the transfer was made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (or other evidence satisfactory to the Trustee), the Trustee shall make an endorsement on the Regulation S Global Debt Security to reflect an increase in the aggregate principal amount of the Debt Securities represented by the Regulation S Global Debt Security, the Trustee shall cancel such definitive Debt Security or Debt Securities and cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Debt Securities represented by the Regulation S Global Debt Security to be increased accordingly. (d) The Company If a holder of a beneficial interest in the Restricted Global Debt Security wishes at any time to exchange its interest in the Restricted Global Debt Security for an interest in the Regulation S Global Debt Security, or to transfer its interest in the Restricted Global Debt Security to a Person who wished to take delivery thereof in the form of an interest in the Regulation S Global Debt Security, such holder may, subject to the extent permitted rules and procedures of the Depositary and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in the Regulation S Global Debt Security. Upon receipt by lawthe Trustee, purchase as transfer agent of (1) written instructions given in accordance with the Depositary's procedures from or on behalf of a holder of a beneficial interest in the Restricted Global Debt Security, directing the Trustee (via DWAC), as transfer agent, to credit or cause to be credited a beneficial interest in the Regulation S Global Debt Security in an amount equal to the beneficial interest in the Restricted Global Debt Security to be exchanged or transferred, (2) a written order given in accordance with the Depositary's procedures containing information regarding the Euroclear or Cedel account to be credited with such increase and the name of such account, and (3) a certificate in the form attached to the form of Debt Security given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S or Rule 144 under the Securities Act (or other evidence satisfactory to the Trustee), the Trustee, as transfer agent, shall promptly deliver appropriate instructions to the Depositary (via DWAC), its nominee or the custodian for the Depositary, as the case may be, to reduce or reflect on its records a reduction of the Restricted Global Debt Security by the aggregate principal amount of the beneficial interest in such Restricted Global Debt Security to be so exchanged or transferred from the relevant participant, and the Trustee, as transfer agent, shall promptly deliver appropriate instructions (via DWAC) to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Global Debt Security by the aggregate principal amount of the beneficial interest in such Restricted Global Debt Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions (who may be Morgan Guaranty Trust Company of New York, Brussels office, as operatox xx Xuroclear or Cedel or another agent member of Euroclear or Cedel, or both, as the case may be, acting for and on behalf of them) a beneficial interest in such Regulation S Global Debt Security equal to the reduction in the open market or by tender offer principal amount of such Restricted Global Debt Security. (e) If a holder of a beneficial interest in the Regulation S Global Debt Security wishes at any price time to exchange its interest in the Regulation S Global Debt Security for an interest in the Restricted Global Debt Security, or by private agreement without giving prior notice to Holders. The Company transfer its interest in the Regulation S Global Debt Security to a Person who wishes to take delivery thereof in the form of an interest in the Restricted Global Debt Security, such holder may, at its option, surrender subject to the Trustee for cancellation any Securities rules and procedures of Euroclear or Cedel and the Company purchases in this manner. Securities surrendered Depositary, as the case may be, and to the Trustee requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for cancellation an equivalent beneficial interest in the Restricted Global Debt Security. Upon receipt by the Trustee, as transfer agent of (1) written instructions given in accordance with the procedures of Euroclear or Cedel and the Depositary, as the case may be, from or on behalf of a beneficial owner of an interest in the Regulation S Global Debt Security directing the Trustee, as transfer agent, to credit or cause to be credited a beneficial interest in the Restricted Global Debt Security in an amount equal to the beneficial interest in the Regulation S Global Debt Security to be exchanged or transferred, (2) a written order given in accordance with the procedures of Euroclear or Cedel and the Depositary, as the case may be, containing information regarding the account with the Depositary to be credited with such increase and the name of such account and (3) prior to the expiration of the Restricted Period, a certificate in the form attached to the form of Debt Security given by the holder of such beneficial interest and stating that the person transferring such interest in such Regulation S Global Debt Security reasonably believes that the person acquiring such interest in the Restricted Global Debt Security is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any State of the United States or any other jurisdiction (or other evidence satisfactory to the Trustee), the Trustee, as transfer agent, shall promptly deliver (via DWAC) appropriate instructions to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, to reduce or reflect on its records a reduction of the Regulation S Global Debt Security by the aggregate principal amount of the beneficial interest in such Regulation S Global Debt Security to be exchanged or transferred, and the Trustee, as transfer agent, shall promptly deliver (via DWAC) appropriate instructions to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of the Restricted Global Debt Security by the aggregate principal amount of the beneficial interest in the Regulation S Global Debt Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Restricted Global Debt Security equal to the reduction in the aggregate principal amount of the Regulation S Global Debt Security. After the expiration of the Restricted Period, the certification requirement set forth in clause (3) of the second sentence of this Section 2.8(d) will no longer apply to such exchanges and transfers. (f) Any beneficial interest in one of the Global Debt Securities that is transferred to a Person who takes delivery in the form of an interest in the other Global Debt Security will, upon transfer, cease to be an interest in such Global Debt Security and become an interest in the other Global Debt Security and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Debt Security for as long as it remains such an interest. (g) Prior to or on the 40th day after the later of the commencement of the offering of the Capital Securities and the Closing Date (the "Restricted Period"), beneficial interests in a Regulation S Global Debt Security may only be held through Morgan Guaranty Trust Company of New York, Brussels Office, as operatox xx Xuroclear or Cedel or another agent member of Euroclear and Cedel acting for and on behalf of them, unless delivery is made through the Restricted Global Debt Security in accordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Debt Security may be exchanged for interests in the Restricted Global Debt Security or for definitive Debt Securities only in accordance with the certification requirements described above. (h) Securities may not be reissued acquired by any Person who is, or resold who in acquiring such Securities is using the assets of, an ERISA Plan unless Securities are acquired pursuant to and in accordance with an applicable exemption, including but not limited to: (i) Prohibited Transaction Class Exemption 90-1 ("PTE 90-1"), regarding investments by insurance company pooled separate accounts, (ii) Prohibited Transaction Class Exemption 91-38 ("PTE 91-38") regarding investments by bank collective investment funds, (iii) Prohibited Transaction Class Exemption 84-14 ("PTE 84-14"), regarding transactions effected by qualified professional asset managers, (iv) Prohibited Transaction Class Exemption 96-23 ("PTE 96-23"), regarding transactions effected by in-house asset managers, or (v) Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), regarding investments by insurance company general accounts. The acquisition of Securities by any Person who is, or who in acquiring such Securities is using the assets of, an ERISA Plan shall be promptly cancelled deemed to constitute a representation by such Person to the Trust that (i) such Person is eligible for exemptive relief available pursuant to an applicable exemption, including but not limited to, PTE 90-1, PTE 91-38, PTE 84-14, PTE 96-23 or PTE 95-60 with respect to xxx xxxxxxxxxxx xxx xxxxxxx xx xxxh Securities, and (ii) none of Countrywide Home Loans, Inc., Countrywide Credit Industries, Inc., Countrywide Financial Services, Inc. or Countrywide Securities Corporation, is a "fiduciary", within the meaning of Section 2.113(21) of ERISA and the regulations thereunder, with respect to such Person's interest in the Securities.

Special Transfer Provisions. Unless and until an Initial Note is exchanged for an Exchange Note in connection with an effective Registration pursuant to the Registration Rights Agreement, the following provisions shall apply: (a) Notwithstanding The transfer or exchange of any other Note (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryRestricted Legend. (b) Upon The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfertransfer or exchange of a Note (or a beneficial interest therein), exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoTrustee. (c) The transfer or exchange of a beneficial interest in an Offshore Global Note for a beneficial interest in a U.S. Global Note may only be made upon receipt by the Trustee of a duly completed Rule 144A Certificate. (d) The transfer or exchange of a beneficial interest in a U.S. Global Note for a beneficial interest in an Offshore Global Note may only be made upon receipt by the Trustee of a duly completed Registration S Certificate. (e) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Supplemental Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Note only as provided in this Indenture Supplemental Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Supplemental Indenture. In connection with any transfer of Notes, each Holder agrees by its acceptance of the Notes to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. (f) During the 40-day "distribution compliance period" as defined in Regulation S, beneficial interests in an Offshore Global Note may be held through the Depository only through Euroclear and as permitted by applicable lawClearstream, and their respective direct and indirect participants. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 3.5 of the Indenture or this Section 2.16 in accordance with its customary document retention policies2.05. The Company 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 reasonable written notice to the Registrar. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Depository 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (dg) The A Global Note may be transferred, in whole but not in part, only to another nominee of the Depository, or to a successor Depository selected or approved by the Company mayor to a nominee of such successor Depository. (h) If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the extent permitted by lawprincipal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, purchase or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. (i) If at any time the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository for such series shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article III of the Indenture, the Trustee, upon written notice from the Company, will authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the open market or by tender offer principal amount of the Global Note in exchange for the Global Note. In addition, the Company may at any price time determine that the Notes shall no longer be represented by a Global Note. In such event the Company will execute, and subject to Section 3.5 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for the Global Note. Upon the exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or by private agreement without giving prior notice to Holdersindirect participants or otherwise, shall instruct the Trustee. The Company may, at its option, surrender Trustee shall deliver such Notes to the Trustee Depository for cancellation any Securities the Company purchases in this manner. Securities surrendered delivery to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11Persons in whose names such Notes are so registered.

Special Transfer Provisions. (a) Notwithstanding any other The following provisions will apply prior to the registration of this Indenturethe Securities pursuant to the Resale Registration Rights Agreement, but or otherwise: The Securities Act Legend shall not be removed from the applicable Units except as provided in Section 2.15(b), this Section. The Securities Act Legend may be removed from a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) Rule 144A Unit if there is delivered to the Trustee Washington Mutual and the Company Agent a certification in the form of Exhibit H hereto and such satisfactory evidence, which may include an Opinion of Counsel Counsel, as may be reasonably satisfactory to the Company and addressed to the Company to the effect required by Washington Mutual, that no registration under neither the Securities Act is Legend nor the restrictions on transfer set forth therein are required in connection with such transfer, exchange or replacement to ensure that transfers of such Rule 144A Unit will not violate the registration requirements of the Securities in connection with any re-sales Act. Upon provision of such certification and any such satisfactory evidence, the Agent shall authenticate and deliver in exchange for such Rule 144A Unit a Security or Securities on having an equal aggregate amount that does not bear the date Securities Act Legend. If the Securities Act Legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such opinion or (iii) Security shall bear such legend, unless Washington Mutual has reasonable cause to believe that such other Security has been sold pursuant to an effective registration statement is a "restricted security" within the meaning of Rule 144 under the Securities Act and instructs the Holder selling Agent to cause the Securities Act Legend to appear thereon. Before the termination of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Unit to a transferee who takes delivery of such Securities has delivered interest through the Rule 144A Unit will be made only in accordance with the procedures of DTC, to the Registrar extent applicable, and upon receipt by the Agent of a notice written certification from the transferor of the beneficial interest in the form of Exhibit C hereto.G to the effect that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. After the end of the Restricted Period, such certification requirement will no longer apply to such transfers. Transfers by an owner of a certificated Security bearing the Securities Act Legend or of a beneficial interest in the Rule 144A Unit to a transferee who takes delivery of such interest through the Regulation S Global Unit or in the form of a certificated Security not bearing the Securities Act Legend will be made only upon receipt by the Agent of a written certification from the transferor in the form of Exhibit F to the effect that such transfer is being made in accordance with Regulation S. Upon any such exchange or transfer of all or a portion of any Global Unit for a certificated Security or an interest in either the Rule 144A Unit or the Regulation S Global Unit, the Global Unit from which an interest is to be so exchanged or transferred will be marked to reflect the reduction of its principal amount or number, as applicable, by the aggregate principal amount or number of such certificated Security or the interest to be so exchanged or transferred for an interest in a Regulation S Global Unit or a Rule 144A Unit, as the case may be. Until so exchanged or transferred in full, such Global Unit will in all respects be entitled to the same benefits under this Indenture as the Units authenticated and delivered hereunder. Each purchaser (other than the Initial Purchaser) of the Securities (including, without limitation, any purchaser of an interest in the Global Units) will be deemed to have represented and agreed as follows: (a) It is (A) a Qualified Institutional Buyer as defined in Rule 144A and is acquiring the Securities for its own institutional account or for the account or accounts of a Qualified Institutional Buyer, or (B) purchasing Securities in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; (b) It understands that the Securities are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Securities, such Securities may be resold, pledged or transferred only (A) in a transaction meeting the requirements of Rule 144A to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account or accounts of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (B) in accordance with Regulation S or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act; (c) By its acceptance of any Security If it is acquiring Securities or any Common Stock bearing interest or participation therein in an "offshore transaction" (as defined in Regulation S), it acknowledges that such Securities initially will be represented by the Security Private Placement Legend Restricted Regulation S Global Unit and that, for so long as required by Regulation S, transfers thereof or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend any interest or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only participation therein are restricted as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar.Agreement; and (d) The Company may, It understands that each Security will bear a legend substantially to the extent permitted by law, purchase effect of the Securities Act Legend. Holders of a beneficial interest in Securities sold in reliance on Regulation S as Restricted Regulation S Global Units are prohibited from receiving distributions or from exchanging beneficial interests in such Restricted Regulation S Global Units for a beneficial interest in a Permanent Regulation S Global Unit until the later of (i) the expiration of the Restricted Period and (ii) the furnishing of a certificate, substantially in the open market or by tender offer at any price or by private agreement without giving prior notice to Holdersform of Exhibit I attached hereto, certifying that the beneficial owner of the Restricted Regulation S Global Units is a non-United States Person (a "Regulation S Certificate"). The Company may, at its option, surrender Notwithstanding anything to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered contrary contained herein, (i) prior to the Trustee for cancellation expiration of the Restricted Period, transfers of beneficial interests in a Restricted Regulation S Global Unit may not be reissued made to a U.S. Person or resold for the account or benefit of a U.S. Person (other than the Initial Purchaser), and shall (ii) a beneficial interest in a Restricted Regulation S Global Unit may not be promptly cancelled exchanged for a certificated Security or transferred to a Person who takes delivery thereof in the form of a certificated Security prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Section 2.11Rule 903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Special Transfer Provisions. Any transfer of a beneficial interest in a Security in global form which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (aor its nominee) Notwithstanding of a definitive Security or Securities registered in the name of the transferee (or its nominee) on the books maintained by the Trustee. With respect to any other provisions such transfer, the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of this Indenturethe Security in global form to be reduced and, but except following such reduction, the Company will prepare and execute and the Trustee, upon receipt of a Company Order for the authentication, will authenticate and deliver to the transferee (or such transferee's nominee, as provided in Section 2.15(bthe case may be), a Global Security or Securities in the appropriate aggregate principal amount in the name of such transferee (or its nominee) and bearing such restrictive legends as may not be transferred except as a whole required by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or this Indenture. In connection with any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear may request a certificate (a form of which is attached to the Security Private Placement Legend. Upon the transferNote in Exhibit A hereto), exchange or replacement of Securities bearing the Security Private Placement Legend, upon which the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfermay conclusively rely, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered containing such representations and agreements relating to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security Security or Securities from such transferee (or such transferee's nominee) as the Trustee may reasonably require. So long as the Securities are eligible for book-entry settlement, or unless otherwise required by law, upon any transfer of a definitive Security to a Qualified Institutional Buyer (a "QIB") (as defined in Rule 144A) in accordance with Rule 144A, unless otherwise requested by the transferor, and upon receipt of the definitive Security or Securities being so transferred, together with a certification from the transferor that the transferor reasonably believes that the transferee is a QIB, upon which certification the Trustee may conclusively rely, the Trustee shall make an endorsement on the Restricted Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Restricted Global Security, the Trustee shall cancel such definitive Security or Securities and cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Securities represented by the Restricted Global Security to be increased accordingly. So long as the Securities are eligible for book-entry settlement, or unless otherwise required by law, upon any transfer of a definitive Security in accordance with Regulation S, if requested by the transferor, and upon receipt of the definitive Security or Securities being so transferred, together with a certification from the transferor that the transfer was made in accordance with Regulation S or Rule 144 under the Securities Act, the Trustee shall make or direct the Custodian to make, an endorsement on the Regulation S Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Regulation S Global Security, the Trustee shall cancel such definitive Security or Securities and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of Securities represented by the Regulation S Global Security to be increased accordingly. If a holder of a beneficial interest in the Restricted Global Security wishes at any time to exchange its interest in the Restricted Global Security for an interest in the Regulation S Global Security, or to transfer its interest in the Restricted Global Security to a person who wishes to take delivery thereof in the form of an interest in the Regulation S Global Security, such holder may, subject to the rules and procedures of the Depositary and to the requirements set forth in this Indenture and the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in the Security Private Placement Legend or Common Stock Private Placement LegendRegulation S Global Security. Upon receipt by the Trustee, as applicabletransfer agent, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 (1) instructions given in accordance with the Depositary's procedures from or on behalf of a holder of a beneficial interest in the Restricted Global Security, directing the Trustee (via DWAC), as transfer agent, to credit or cause to be credited a beneficial interest in the Regulation S Global Security in an amount equal to the beneficial interest in the Restricted Global Security to be exchanged or transferred, (2) a written order given in accordance with the Depositary's procedures containing information regarding the Euroclear or CEDEL account to be credited with such increase and the name of such account, and (3) a certificate (a form of which is attached to the Note in Exhibit A hereto), upon which the Trustee may conclusively rely, given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made pursuant to and in accordance with Regulation S or Rule 144 under the Securities Act and that, if such transfer occurs prior to the expiration of the Restricted Period (as defined below), the interest transferred will be held immediately thereafter through Euroclear or CEDEL, the Trustee, as transfer agent, shall promptly deliver appropriate instructions to the Depositary (via DWAC), its customary document retention policiesnominee, or the custodian for the Depositary, as the case may be, to reduce or reflect on its records a reduction of the Restricted Global Security by the aggregate principal amount of the beneficial interest in such Restricted Global Security to be so exchanged or transferred from the relevant participant, and the Trustee, as transfer agent, shall promptly deliver appropriate instructions (via DWAC) to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Global Security by the aggregate principal amount of the beneficial interest in such Restricted Global Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions (who may be Euroclear or CEDEL or another agent member of Euroclear or CEDEL, or both, as the case may be, acting for and on behalf of them) a beneficial interest in such Regulation S Global Security equal to the reduction in the principal amount of such Restricted Global Security. The Company shall have If a holder of a beneficial interest in the right to inspect and make copies of all such letters, notices or other written communications Regulation S Global Security wishes at any reasonable time upon to exchange its interest in the giving Regulation S Global Security for an interest in the Restricted Global Security, or to transfer its interest in the Regulation S Global Security to a person who wishes to take delivery thereof in the form of reasonable written notice an interest in the Restricted Global Security, such holder may, subject to the Registrar. rules and procedures of Euroclear or CEDEL and the Depositary, as the case may be, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in such Restricted Global Security. Upon receipt by the Trustee, as transfer agent, of (d1) The Company mayinstructions given in accordance with the procedures of Euroclear or CEDEL and the Depositary, as the case may be, from or on behalf of a beneficial owner of an interest in the Regulation S Global Security directing the Trustee, as transfer agent, to the extent permitted by law, purchase the Securities credit or cause to be credited a beneficial interest in the open market Restricted Global Security in an amount equal to the beneficial interest in the Regulation S Global Security to be exchanged or transferred, (2) a written order given in accordance with the procedures of Euroclear or CEDEL and the Depositary, as the case may be, containing information regarding the account with the Depositary to be credited with such increase and the name of such account, and (3) prior to the expiration of the Restricted Period (as defined below), a certificate (a form of which is attached to the Note in Exhibit A hereto), upon which the Trustee may conclusively rely, given by tender offer the holder of such beneficial interest and stating that the person transferring such interest in such Regulation S Global Security reasonably believes that the person acquiring such interest in the Restricted Global Security is a QIB, purchasing for its own account or the account of a QIB, and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or any other jurisdiction, the Trustee, as transfer agent, shall promptly deliver (via DWAC) appropriate instructions to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, to reduce or reflect on its records a reduction of the Regulation S Global Security by the aggregate principal amount of the beneficial interest in such Regulation S Global Security to be exchanged or transferred, and the Trustee, as transfer agent, shall promptly deliver (via DWAC) appropriate instructions to the Depositary, its nominee, or the custodian for the Depositary, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of the Restricted Global Security by the aggregate principal amount of the beneficial interest in the Regulation S Global Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Restricted Global Security equal to the reduction in the principal amount of the Regulation S Global Security. After the expiration of the Restricted Period (as defined below), the certification requirement set forth in clause (3) of the second sentence of the above paragraph will no longer apply to such exchanges and transfers. If a holder of a definitive Security wishes at any price time to exchange its Security for a beneficial interest in any Global Security (or vice versa), or to transfer its definitive Security to a person who wishes to take delivery thereof in the form of a beneficial interest in a Global Security (or vice versa), such Securities and beneficial interests may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of the two preceding paragraphs (including the certification requirements intended to ensure that such exchanges or transfers comply with Rule 144, Rule 144A or Regulation S, as the case may be) and as may be from time to time adopted by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases and the Trustee. Any beneficial interest in this mannerone of the Global Securities that is transferred to a person who takes delivery in the form of an interest in the other Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Security for as long as it remains such an interest. Through and including the 40th day after the later of the commencement of the offering of the Notes and the issue date (such period through and including such 40th day, the "Restricted Period"), beneficial interests in a Regulation S Global Security may only be held through Euroclear or CEDEL (as indirect participants in DTC), unless transferred to a Person that takes delivery through the Restricted Global Security in accordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Security, if any, may be exchanged for interests in the Restricted Global Security or for definitive Securities surrendered to only in accordance with the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11certification requirements described above.

Special Transfer Provisions. (a) Notwithstanding any other Transfers to Non-QIB Institutional Accredited Investors. The following provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository shall apply with respect to the Depository or another nominee registration of the Depository or by the Depository or any such nominee proposed transfer of a Note constituting a Restricted Security to any Institutional Accredited Investor which is not a successor Depository or a nominee of such successor Depository.QIB: (bi) Upon the transferRegistrar shall register the transfer of any Note constituting a Restricted Security, exchange whether or replacement of Securities not bearing such Note bears the Security Private Placement Legend, unless if (x) the transferee is not an Affiliate of the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) and the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, second anniversary of the later of the (iia) there is delivered to Issue Date and (b) the Trustee and last date on which the Company or an Opinion Affiliate of Counsel reasonably satisfactory to the Company and addressed to was the Company to the effect that no registration owner of such Note (or any predecessor security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion successor provision thereunder or (iiiy) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities proposed transferee has delivered to the Registrar a notice certificate substantially in the form of Exhibit C hereto.hereto and such other information that the Trustee may reasonably request in order to confirm that such transfer is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; (cii) By its acceptance if the proposed transferee is an Agent Member and the Notes to be transferred consist of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on Physical Notes which after transfer of such security set forth in this Indenture and are to be evidenced by an interest in the Security Private Placement Legend or Common Stock Private Placement LegendIAI Global Note, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted upon receipt by applicable law. The the Registrar shall retain copies of all letters, notices and other (x) written communications received pursuant to Section 2.15 or this Section 2.16 instructions given in accordance with the Depository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its customary document retention policies. The Company shall have books and records the right to inspect date and make copies an increase in the principal amount of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice IAI Global Note in an amount equal to the Registrar.principal amount of Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred; and (diii) The Company mayif the proposed transferor is an Agent Member seeking to transfer an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the Global Note from which such interests are to be transferred in an amount equal to the extent permitted by law, purchase principal amount of the Securities Notes to be transferred and (B) an increase in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender principal amount of the IAI Global Note in an amount equal to the Trustee for cancellation any Securities principal amount of the Company purchases in this manner. Securities surrendered Global Note to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11transferred.

Special Transfer Provisions. (a) Notwithstanding The Owner Trustee shall register the transfer of a Beneficial Interest Certificate if such transfer is being made by a proposed transferor who has (A) checked the box provided for on the Form of Beneficial Interest Certificate attached hereto as Exhibit A stating, or has otherwise advised AFT and the Owner Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A and (B) provided AFT and the Owner Trustee an affidavit in the form attached hereto as Exhibit B certifying, or has otherwise advised AFT and the Owner Trustee in writing, that it is a "citizen of the United States" as defined in Section 40102(a)(15) of the Federal Aviation Act to a transferee who has (X) signed the certification provided for on the Form of Beneficial Interest Certificate attached hereto as Exhibit A stating, or has otherwise advised AFT and the Owner Trustee in writing, that it is purchasing the Beneficial Interest for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, that it is aware that the sale to it or such account is being made in reliance on Rule 144A and that it acknowledges that it has received such information regarding AFT as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A and (Y) provided AFT and the Owner Trustee an affidavit in the form attached hereto as Exhibit B certifying, or has otherwise advised AFT and the Owner Trustee in writing, that it is a "citizen of the United States" as defined in Section 40102(a)(15) of the Federal Aviation Act. No transfer of a Beneficial Interest Certificate or issuance of any Additional Certificates will be registered by the Owner Trustee if such transfer would cause AFT to lose the benefits of the safe harbor from "publicly traded partnership taxable as a corporation for federal income tax purposes" status provided by Treasury Regulation Section 1.7704-1 or any other provisions of this Indentureavailable exemption from such status, but except determined as provided if the Class D Notes evidenced partnership interests in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryAFT. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the The Owner Trustee shall deliver Securities that do not bear register the Security Private Placement Legend. Upon transfer of a Beneficial Interest Certificate by the transfer, exchange or replacement of Securities bearing proposed transferor who has (A) checked the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities box provided for on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Beneficial Interest Certificate attached hereto as Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing A stating that the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and Beneficial Interest Certificate is being transferred other written communications received pursuant to Section 2.15 or this Section 2.16 than in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.exemption from registration

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Physical Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Physical Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Physical Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Physical Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Physical Securities in connection with any re-sales of such Physical Securities on the date of such opinion or (iiiii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or Legend, the Common Stock Private Placement Legend or the Precautionary Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend or the Precautionary Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11. (e) SLP Securities are subject to certain restrictions on transfer set forth in that certain Investment Agreement and may not be transferred in violation of such restrictions (which restrictions are only applicable to the parties to such agreement (other than the Company) and their respective Affiliates, to the extent applicable).

Special Transfer Provisions. (a) Notwithstanding any other The following provisions will apply prior to the registration of this Indenturethe Warrants pursuant to the Resale Registration Rights Agreement, but or otherwise: The Securities Act Legend shall not be removed from the applicable Warrants except as provided in Section 2.15(b), this Section. The Securities Act Legend may be removed from a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) Rule 144A Warrant if there is delivered to the Trustee Company and the Company Warrant Agent a certification in the form of Exhibit E hereto and such satisfactory evidence, which may include an Opinion of Counsel Counsel, as may be reasonably satisfactory to required by the Company and addressed to the Company to the effect Company, that no registration under neither the Securities Act is Legend nor the restrictions on transfer set forth therein are required in connection with such transfer, exchange or replacement to ensure that transfers of such Rule 144A Warrant will not violate the registration requirements of the Securities in connection with any re-sales Act. Upon provision of such certification and any such satisfactory evidence, the Warrant Agent shall authenticate and deliver in exchange for such Rule 144A Warrant a Warrant or Warrants having an equal aggregate amount that does not bear the Securities on Act Legend. If the date Securities Act Legend has been removed from a Security as provided above, no other Security issued in exchange for all or any part of such opinion or (iii) Warrant shall bear such Security legend, unless the Company has been sold pursuant reasonable cause to an effective registration statement believe that such other Warrant is a "restricted warrant" within the meaning of Rule 144 under the Securities Act and instructs the Holder selling Warrant Agent to cause the Securities Act Legend to appear thereon. Before the termination of the Restricted Period, transfers by an owner of a beneficial interest in the Regulation S Global Warrant to a transferee who takes delivery of such Securities has delivered interest through the Rule 144A Warrant will be made only in accordance with the procedures of DTC, to the Registrar extent applicable, and upon receipt by the Warrant Agent of a notice written certification from the transferor of the beneficial interest in the form of Exhibit D to the effect that such transfer is being made to a Person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the Warranted States or any other jurisdiction. After the end of the Restricted Period, such certification requirement will no longer apply to such transfers. Transfers by an owner of a certificated Warrant bearing the Securities Act Legend or of a beneficial interest in the Rule 144A Warrant to a transferee who takes delivery of such interest through the Regulation S Global Warrant or in the form of a certificated Warrant not bearing the Securities Act Legend will be made only upon receipt by the Warrant Agent of a written certification from the transferor in the form of Exhibit C hereto.to the effect that such transfer is being made in accordance with Regulation S. Upon any such exchange or transfer of all or a portion of any Global Warrant for a certificated Warrant or an interest in either the Rule 144A Warrant or the Regulation S Global Warrant, the Global Warrant from which an interest is to be so exchanged or transferred will be marked to reflect the reduction of its principal amount or number, as applicable, by the aggregate principal amount or number of such certificated Warrant or the interest to be so exchanged or transferred for an interest in a Regulation S Global Warrant or a Rule 144A Warrant, as the case may be. Until so exchanged or transferred in full, such Global Warrant will in all respects be entitled to the same benefits under this Indenture as the Warrants authenticated and delivered hereunder. Each purchaser (other than the Initial Purchaser) of the Securities (including, without limitation, any purchaser of an interest in the Global Warrants) will be deemed to have represented and agreed as follows: (a) It is (A) a Qualified Institutional Buyer as defined in Rule 144A and is acquiring the Warrants for its own institutional account or for the account or accounts of a Qualified Institutional Buyer, or (B) purchasing Warrants in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; (b) It understands that the Warrants are being transferred to it in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Warrants, such Securities may be resold, pledged or transferred only (A) in a transaction meeting the requirements of Rule 144A to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account or accounts of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (B) in accordance with Regulation S or (C) in a transaction otherwise exempt from the registration requirements of the Securities Act; (c) By its acceptance of any Security If it is acquiring Warrants or any Common Stock bearing interest or participation therein in an "offshore transaction" (as defined in Regulation S), it acknowledges that such Securities initially will be represented by the Security Private Placement Legend Restricted Regulation S Global Warrant and that, for so long as required by Regulation S, transfers thereof or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend any interest or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only participation therein are restricted as provided in this Indenture Agreement; and (d) It understands that each Warrant will bear a legend substantially to the effect of the Securities Act Legend. Holders of a beneficial interest in Warrants sold in reliance on Regulation S as Restricted Regulation S Global Warrants are prohibited from receiving distributions or from exchanging beneficial interests in such Restricted Regulation S Global Warrants for a beneficial interest in a Permanent Regulation S Global Warrant until the later of (i) the expiration of the Restricted Period and as permitted (ii) the furnishing of a certificate, substantially in the form of Exhibit F attached hereto, certifying that the beneficial owner of the Restricted Regulation S Global Warrants is a non-United States Person (a "Regulation S Certificate"). Notwithstanding anything to the contrary contained herein, (i) prior to the expiration of the Restricted Period, transfers of beneficial interests in a Restricted Regulation S Global Warrant may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser), and (ii) a beneficial interest in a Restricted Regulation S Global Warrant may not be exchanged for a certificated Warrant or transferred to a Person who takes delivery thereof in the form of a certificated Warrant prior to (x) the expiration of the Restricted Period and (y) the receipt by applicable lawthe Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. The Registrar shall retain for at least two years copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies5.01. The Company 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 reasonable written notice to the Registrar. (de) Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for Definitive Warrants, the Global Warrant may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depositary or a nominee of such successor depositary. Interests of beneficial owners in the Global Certificate may be transferred in accordance with the rules and procedures of DTC. Members of, or participants in, DTC ("Participants") shall have no rights under this Agreement with respect to the Global Warrant held on their behalf by DTC or the Warrant Agent as its custodian, and DTC may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC, or impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Warrants. The Company mayregistered Holder of the Global Warrant may grant proxies and otherwise authorize any person, including Participants and persons that may hold interest through Participants, to take any action which a Holder is entitled to take under this Warrant Agreement or the extent permitted by lawWarrants. If DTC notifies the Company that it is unwilling or unable to continue as depositary for the Global Certificate, purchase the Securities in the open market or by tender offer if at any price time DTC shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor depositary with respect to the Warrants. Each depositary appointed pursuant to this Section shall, at the time of its appointment and at all times while it serves as depositary, be a clearing agency registered under the Exchange Act, and any other applicable statute or by private agreement without giving prior notice to Holdersregulation. The Company mayshall execute, at its optionand the Warrant Agent, surrender upon receipt of written instructions from the Company, shall countersign and deliver, Warrants in definitive registered form in any authorized denominations, in an aggregate amount equal to the Trustee for cancellation any Securities amount of the Global Certificate or Certificates if DTC notifies the Company purchases that it is unwilling or unable to continue as depositary therefor or if at any time DTC shall no longer be eligible to serve as depositary and a successor depositary for the Warrants is not appointed by the Company within 60 days after the Company receives such notice or becomes aware of such ineligibility or if there shall have occurred and be continuing a default by the Company in respect of its obligations under this manner. Securities surrendered to Warrant Agreement, the Trustee for cancellation may not be reissued Indenture, the Declaration or resold and shall be promptly cancelled pursuant to Section 2.11the Unit Agreement.

Special Transfer Provisions. (a) Notwithstanding TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenture, but except a Security constituting a Restricted Security to any institutional accredited investor (as provided defined in Section 2.15(bRule -51- 501(a)(1), (2), (3) or (7) under the Securities Act) (an "ACCREDITED INVESTOR" or an "INSTITUTIONAL ACCREDITED INVESTOR") which is not a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.QIB (excluding Non- U.S. Persons): (bi) Upon the transferRegistrar shall register the transfer of any Security constituting a Restricted Security, exchange whether or replacement of Securities not bearing such Security bears the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (ix) the transferee certifies that it is not an Affiliate of the Issuer and the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, second anniversary of the later of the (iia) there is delivered to Issue Date and (b) the Trustee and last date on which the Company Issuer or an Opinion Affiliate of Counsel reasonably satisfactory to the Company and addressed to Issuer was the Company to the effect that no registration owner of such Security (or any predecessor Security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion successor provision thereunder or (iiiy) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities proposed transferee has delivered to the Registrar a notice certificate substantially in the form of Exhibit EXHIBIT C heretohereto and if such transfer is in respect of an aggregate principal amount at maturity of Securities of less than $100,000, the proposed transferee has delivered to the Registrar and the Issuer an opinion of counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act and such other certifications, legal opinions or other information that the Trustee may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, the Registrar shall register the transfer of any Security constituting a Restricted Security, whether or not such Security bears a Private Placement Legend upon receipt by the Registrar of (x) the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository's and the Registrar's procedures, whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding U.S. Physical Securities) a decrease in the principal amount at maturity of the applicable U.S. Global Security in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. Global Security to be transferred, and (b) the Issuer shall execute and the Trustee shall authenticate and make available for delivery one or more U.S. Physical Securities of like tenor and amount. (cb) By its acceptance TRANSFERS TO QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a Security or any Common Stock bearing to a QIB (excluding transfers to Non-U.S. Persons): (i) if the Security to be transferred consists of (x) either Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Common Stock Private Placement LegendRegistrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, each holder thereof or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed -52- the certification provided for on the form of Security stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the restrictions on Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in the U.S. Global Securities, the transfer of such security set forth in this Indenture and in interest may be effected only through the Security Private Placement Legend or Common Stock Private Placement Legend, as applicablebook entry system maintained by the Depository; and (ii) if the proposed transferee is an Agent Member, and agrees that it will the Securities to be transferred consist of U.S. Physical Securities which after transfer such security only as provided are to be evidenced by an interest in this Indenture and as permitted a U.S. Global Security, upon receipt by applicable law. The the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its customary document retention policies. The Company shall have books and records the right to inspect date and make copies an increase in the principal amount at maturity of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice applicable U.S. Global Security in an amount equal to the Registrar. (d) The Company mayprincipal amount at maturity of the U.S. Physical Securities to be transferred, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to and the Trustee for cancellation any shall cancel the U.S. Physical Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11so transferred.

Special Transfer Provisions. (ai) Notwithstanding No sale or other transfer of a Security that is a Restricted Security (including, without limitation, by pledge or hypothecation) or any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security interest therein may not be transferred except as a whole by made unless such sale or transfer (A) is made pursuant to an exemption from the Depository to a nominee registration requirements of the Depository Securities Act of 1933, and is exempted from any applicable state securities law, and (B) will not cause the Company to become subject to the registration or by a nominee reporting requirements of the Depository Securities Exchange Act of 1934. Any transfer in violation of the restrictions on transfer set forth herein will be of no force and effect, will be void ab initio and will not operate to transfer any rights to the Depository or another nominee of transferee, notwithstanding any instructions to the Depository contrary to or by the Depository Company or any such nominee to a successor Depository or a nominee of such successor Depositorythe Trustee. (bii) Upon the transfer, exchange or replacement Transfers of Securities not bearing shall be subject to restrictions on transfer as set forth in the Security Private Placement Legend. (iii) With respect to the registration of transfer of a Security constituting a Restricted Security, unless if the proposed transferor is a member of, or participant in, the Depository holding a beneficial interest in the Global Security, upon receipt by the Security Registrar of (x) evidence of compliance with the transfer requirements set forth elsewhere in this Section 3.05 and (y) instructions given in accordance with the Applicable Procedures and the Security Registrar's procedures, (1) the Security Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding definitive securities) a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and (2) the Company notifies the Trustee in writing otherwise, shall execute and the Trustee shall authenticate and deliver one or more definitive Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee like tenor and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoprincipal amount. (civ) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges unless such transfer complies with the restrictions on transfer of such security Security set forth in this Indenture and in Indenture. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Security Private Placement Legend Registrar or Common Stock Private Placement Legendthe Company such certifications, legal opinions or other information as applicableeither of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, and agrees or a transaction not subject to, the registration requirements of the Securities Act of 1933; provided that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The the Security Registrar shall retain copies not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of all lettersany such certifications, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company shall have the right to inspect and make copies of all such letters, notices legal opinions or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrarinform-ation. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or opinion, (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto or (iv) such Security has been sold pursuant to Rule 144 under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit D hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (ai) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors and Non- U.S. Persons and other Transfers Exempt under the Securities Act. The following provisions shall apply (x) with respect to the registration of any other provisions proposed transfer of this Indenture, but except as provided in Section 2.15(b), a Global Security may Warrant constituting a Restricted Warrant to any Institutional Accredited Investor which is not be transferred except as a whole by QIB or to any Non-U.S. Person and (y) with respect to the Depository registration of any proposed transfer pursuant to a nominee another available exemption from the registration requirements of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.Securities Act: (bA) Upon the transferWarrant Agent shall register the transfer of any Warrant constituting a Restricted Warrant, exchange whether or replacement of Securities not bearing such Warrant bears the Security Private Placement Legend, unless if (w) the requested transfer is after the second anniversary of the original issue date with respect thereto; provided, however, that neither the Company notifies nor any Affiliate of the Trustee Company has held any beneficial interest in writing otherwisesuch security, or portion thereof, at any time on or prior to the second anniversary of such issue date or (x) the requested transfer is to an Institutional Accredited Investor pursuant to a private placement exemption from the registration requirements of the Securities Act or (y) the requested transfer is to a Non-U.S. Person pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 904 under the Securities Act or (z) the requested transfer is being made in reliance on another exemption from the registration requirements of the Securities Act, together, in the case of either clause (w), (x), (y) or (z) with a certification to such effect (in substantially the form of Exhibit B) and such other certifications, Opinions of Counsel or other information as the Company or the Warrant Agent may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the Trustee registration requirements of the Securities Act; and (B) the Warrant Agent shall deliver Securities that do register the transfer of any Warrant constituting a Restricted Warrant, whether or not bear such Warrant bears the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, if the Trustee shall deliver only Securities that bear proposed transferor is an Agent Member holding a beneficial interest in a Global Warrant, upon, receipt by the Security Private Placement Legend unless Warrant Agent of (ix) the requested transfercertificate, exchange or replacement is after if any, required by paragraph (A) above and (y) instructions given in accordance with the Resale Restriction Termination DateApplicable Procedures and the Warrant Agent's procedures, (a) the Warrant Agent shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Definitive Warrants) a decrease in the number of Warrants represented by the applicable Global Warrant in an amount equal to the number of Warrants represented by the beneficial interest in the Global Warrant to be transferred (the "Transfer Amount"), (iib) there is if the Warrants to be transferred are to be evidenced by Definitive Warrants, the Company shall execute and the Warrant Agent shall countersign upon receipt of a Warrant Countersignature Order, and cause to be delivered one or more Definitive Warrants in an aggregate number equal to the Trustee Transfer Amount and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance if the Warrants to be transferred are to be evidenced by an interest in a Global Warrant, upon receipt of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 instructions given in accordance with the Applicable Procedures and the Warrant Agent's procedures, the Warrant Agent shall reflect on its customary document retention policies. The Company shall have books and records the right to inspect date and make copies an increase in the number of all such letters, notices or other written communications at any reasonable time upon Warrants represented by the giving of reasonable written notice Global Warrant in which the transferee will hold its beneficial interest in an amount equal to the RegistrarTransfer Amount. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. Upon any transfer or exchange of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture (including, without limitation, an exchange of a Global Security in whole in accordance with the applicable procedures), the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such transfer or exchange and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company 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 reasonable written notice to the Registrar. (d) Any Securities that are purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities. (e) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its optionoption and to the extent permitted by law, reissue, resell or surrender to the Trustee for cancellation any Securities the Company purchases in this manner, in the case of a re-issuance or resale, so long as such Securities do not constitute Restricted Securities upon such re-issuance or resale. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. At any time at the request of the beneficial holder of an interest in a Security in global form, such beneficial holder shall be entitled to obtain a definitive Security upon written request to the Trustee in accordance with the standing instructions and procedures existing between the Depositary and the Trustee for the issuance thereof. Upon receipt of any such request, the Trustee will cause the aggregate principal amount of the Security in global form to be reduced and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (aor its nominee) Notwithstanding any other provisions a Security or Securities in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in a Security in global form which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a definitive Security or Securities registered in the name of the transferee (or its nominee) on the books maintained by the Trustee. With respect to any such transfer, but except the Trustee will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of the Security in global form to be reduced and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to the transferee (or such transferee's nominee, as provided in Section 2.15(bthe case may be), a Global Security or Securities in the appropriate aggregate principal amount in the name of such transferee (or its nominee) and bearing such restrictive legends as may not be transferred except as a whole required by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or this Indenture. In connection with any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered may request such representations and agreements relating to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture Security or Securities from such transferee (or such transferee's nominee) as the Trustee may reasonably require. If and in so long as the Securities are eligible for book-entry settlement, or unless otherwise required by law, upon any transfer of a definitive Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 a QIB in accordance with its customary document retention policies. The Company shall have Rule 144A, unless otherwise requested by the right to inspect transferor, and make copies upon receipt of all such lettersthe definitive Security or Securities being so transferred, notices together with a certification from the transferor that the transferor reasonably believes that the transferee is a QIB (or other written communications evidence satisfactory to the Trustee), the Trustee shall make an endorsement on the Restricted Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Restricted Global Security, the Trustee shall cancel such definitive Security or Securities and cause, in accordance with the standing instructions and procedures existing between the Depositary and the Trustee, the aggregate principal amount of Securities represented by the Restricted Global Security to be increased accordingly. If a holder of a definitive Security wishes at any reasonable time upon the giving of reasonable written notice to the Registrar. exchange its Security for a beneficial interest in any Global Security (d) The Company mayor vice versa), or to the extent permitted by law, purchase the Securities transfer its definitive Security to a person who wishes to take delivery thereof in the open market form of a beneficial interest in a Global Security (or vice versa), such Securities and beneficial interests may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of the two preceding paragraphs (including the certification requirements intended to ensure that such exchanges or transfers comply with Rule 144 or Rule 144A, as the case may be) and as may be from time to time adopted by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases and the Trustee. Any beneficial interest in this manner. one of the Global Securities surrendered that is transferred to a person who takes delivery in the Trustee form of an interest in the other Global Security will, upon transfer, cease to be an interest in such Global Security and become an interest in the other Global Security and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Security for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11as long as it remains such an interest.

Special Transfer Provisions. (a) Notwithstanding anything in the Loan Documents to the contrary, if Borrower is a Delaware statutory trust, the holder of a beneficial ownership interest in Borrower may transfer all or any other provisions portion of such interest without the consent of Beneficiary so long as: (i) after giving effect to suchtransfer, Borrower shall continue to comply with the representations, warranties and covenants under the Loan Documents, (ii) if a transfer described in this Indentureclause (b) is a Material Owner Transfer, but except Borrower shall deliver with respect to each transferee, prior to such transfer and at Borrower's sole cost and expense, "know your customer" searches confirming compliance with the above referenced sections, and verifying the transferee has not been convicted of a felony, is not then, nor has it been in the prior seven (7) years, the subject of a bankruptcy action, (iii) each transferee of a DST interest in connection with the initial transfer of such interest has represented to Borrower that it is an accredited investor and complies with the representation set forth in the Loan Documents, (iv) each such initial transfer of a DST interest complies with all applicable Legal Requirements, including applicable securities laws and regulations as provided in Section 2.15(b)certified by Borrower to Beneficiary, (v) following such transfer, Borrower and Signatory Trustee shall continue to be controlled by Guarantor and (vi) each Guarantor shall remain a Global Security may not be transferred except as a whole by the Depository to a nominee guarantor of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryLoan. (b) Upon Notwithstanding the transferforegoing provisions of this Section 29, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if: (i) the requested transferBorrower is a Delaware statutory trust, exchange is treated for federal income tax purposes as an "investment trust" pursuant to Treasure Regulation Section 301.7701-4(c), desires (or replacement is after the Resale Restriction Termination Daterequired by its Trust Agreement or Signatory Trustee) to convert to a different form of entity under applicable Delaware law (a "Conversion Event"), or (ii) there the Borrower is delivered a Delaware statutory trust and desires (or is required by its Trust Agreement or Signatory Trustee) to contribute the Trustee Premises to a special purpose entity to be owned by the same beneficial owners of Borrower in substantially the same proportions as immediately prior to such transfer of the Property (a "Drop-Down Distribution"), then Lender’s consent shall not be required to such Conversion Event or Drop-Down Distribution; provided, each of the following terms and conditions are satisfied: (i) Borrower shall deliver to Lender not less than thirty (30) days prior written notice of such Conversion Event or Drop-Down Distribution; (ii) Lender has not instituted proceedings (including, but not limited to, acceleration of the Debt) or otherwise commenced to undertake its remedies under the Loan Documents against Borrower or the Property as a result of an Event of Default (unless such Conversion Event or Drop-Down Distribution is being required by Lender in connection with a Default or Event of Default); (iii) Borrower pays Lender's reasonable legal fees and a processing or review fee equal to $5,000 to complete such further due diligence as Lender may reasonably require; (iv) In the case of a Conversion Event or Drop-Down Distribution, the resulting entity shall be a special purpose entity whose formation documents shall be substantially consistent with the form of the limited liability company operating agreement attached to Borrower's Trust Agreement (or shall otherwise be approved by counsel to Lender) (hereinafter the "Distributee Entity"); (v) Distributee Entity shall continue to be controlled by Guarantor; (vi) The Distributee Entity executes, without any third-party out-of-pocket cost or expense to Lender, an assumption agreement whereby it assumes all of Borrower's obligations under this Deed of Trust, the Loan Agreement, the Note and the Company other Loan Documents and concurrently with the closing of such Drop-Down Distribution or Conversion Event, the Distributee Entity executes, without any third-party out-of-pocket cost or expense to Lender, such other documents and agreements as Lender shall reasonably require to evidence and effectuate said assumption and delivers an Opinion enforceability opinion and such other legal opinions as Lender my reasonably require; (vii) The Distributee Entity acknowledges its obligations under the Loan Documents and Guarantor ratifies its continuing obligations under the Guaranty and the other Loan Documents, or any other guaranty or indemnity agreement executed in favor of Counsel Lender, notwithstanding the assumption or modification of the Loan Documents as a result of the Conversion Event or Drop-Down Distribution by executing an acknowledgment in form and substance reasonably satisfactory to lender (the Company "Ratification of Loan Documents"); (viii) Borrower and addressed the Distributee Entity deliver and/or execute, without any third-party out-of-pocket cost or expense to Lender, new financing statements or financing statement amendments (and new financing statements as may be necessary) and any additional documents reasonably requested by Lender; (ix) Borrower delivers to Lender, without any third-party out-of-pocket cost of expense to Lender, such replacement policy or endorsements to Lender's title insurance policy, hazard insurance policy endorsements or certificates and other similar materials as Lender may deem necessary, in its reasonable discretion, at the Company time of the Conversion Event or Drop-Down Distribution, all in form and substance satisfactory to Lender in its reasonable discretion, including, without limitation, a replacement policy or an endorsement or endorsements to Lender's title insurance policy insuring the effect that no registration under first priority Lien of the Securities Act is required in connection with such transferDeed of Trust, exchange or replacement extending the effective date of such Securities in connection with any re-sales of such Securities on policy to the date of such opinion or execution and delivery (iiior, if later, of recording) such Security has been sold pursuant of the assumption agreement referenced above in subparagraph (v) of this Section and insuring that fee simple title to an effective registration statement under the Securities Act Property is vested in the Distributee Entity; and (x) The Distributee Entity shall furnish evidence of the Distributee Entity's capacity and good standing and the Holder selling such Securities has delivered qualification of the signers to execute the documents related to the Registrar a notice in assumption of the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legenddebt, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar which evidence shall retain include certified copies of all letters, notices organizational and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company shall have formation documents of the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the RegistrarDistributee Entity. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security Security, if issued, may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee Registrar and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company and the Registrar to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. Upon any transfer or exchange of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture (including, without limitation, an exchange of a Global Security in whole in accordance with the applicable procedures), the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such transfer or exchange and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (c) By its acceptance of any Security or any Common Stock Ordinary Shares bearing the Security Private Placement Legend or the Common Stock Ordinary Shares Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Ordinary Shares Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company 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 reasonable written notice to the Registrar. (d) Any Securities that are purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities. (e) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its optionoption and to the extent permitted by law, reissue, resell or surrender to the Trustee for cancellation any Securities the Company purchases in this manner, in the case of a re-issuance or resale, so long as such Securities do not constitute Restricted Securities upon such re-issuance or resale. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other Transfers to Non-QIB Institutional Accredited Investors and Non-U.S. Persons. The following additional provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository shall apply with respect to the Depository registration of any proposed transfer of a Restricted Note to any Institutional Accredited Investor which is not a QIB or another nominee of the Depository or by the Depository or to any such nominee to a successor Depository or a nominee of such successor Depository.Non-U.S. Person: (bi) Upon the transferRegistrar shall register the transfer of any Restricted Note, exchange whether or replacement of Securities not bearing such Note bears the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (ix) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination second anniversary of the Issue Date; provided, (ii) there is delivered however, that neither the Company nor any Affiliate of the Company has held any beneficial interest in such note, or portion thereof, at any time on or prior to the Trustee and second anniversary of the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion Issue Date or (iiiy) such Security has been sold pursuant (1) in the case of a transfer to an effective registration statement under Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the Securities Act and the Holder selling such Securities proposed transferee has delivered to the Registrar a notice certificate substantially in the form of Exhibit C hereto.hereto and any legal opinions and certifications required thereby and (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit D hereto and any legal opinions and certificates required thereby; (cii) By its acceptance if the proposed transferee is a Participant and the Notes to be transferred consist of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on Physical Notes which after transfer of such security set forth in this Indenture and are to be evidenced by an interest in the Security Private Placement Legend IAI Global Note or Common Stock Private Placement LegendRegulation S Global Note, as applicablethe case may be, and agrees that it will transfer such security only as provided in this Indenture and as permitted upon receipt by applicable law. The the Registrar shall retain copies of all letters, notices and other (x) written communications received pursuant to Section 2.15 or this Section 2.16 instructions given in accordance with the Depository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, the Registrar shall register the transfer and reflect on its customary document retention policies. The Company shall have books and records the right to inspect date and make copies an increase in the principal amount of all such lettersthe IAI Global Note or Regulation S Global Note, notices or other written communications at any reasonable time upon as the giving of reasonable written notice case may be, in an amount equal to the Registrar.principal amount of Physical Notes to be transferred, and the Trustee shall cancel the Physical Notes so transferred; and (diii) The Company mayif the proposed transferor is a Participant seeking to transfer an interest in a Global Note, upon receipt by the Registrar of (x) written instructions given in accordance with the Depository's and the Registrar's procedures and (y) the appropriate certificate, if any, required by clause (y) of paragraph (i) above, the Registrar shall register the transfer and reflect on its books and records (A) the date, (B) a decrease in the principal amount of the Global Note from which such interests are to be transferred in an amount equal to the extent permitted by law, purchase principal amount of the Securities Notes to be transferred and (C) an increase in the open market principal amount of the IAI Global Note or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company maythe Regulation S Global Note, at its optionas the case may be, surrender in an amount equal to the Trustee for cancellation any Securities principal amount of the Company purchases in this manner. Securities surrendered Notes to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11transferred.

Special Transfer Provisions. (a) 3.8.1 Notwithstanding any other provisions of this IndentureAgreement, but except as provided in Section 2.15(b)3.7.2, a Global Security Warrant may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) 3.8.2 Upon the transfer, exchange or replacement of Securities Warrant Certificates not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee Warrant Agent shall deliver Securities Warrant Certificates that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities Warrant Certificates bearing the Security Private Placement Legend, the Trustee Warrant Agent shall deliver only Securities Warrant Certificates that bear the Security Private Placement Legend unless (ia) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, (iib) there is delivered to the Trustee Warrant Agent and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transferAct, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iiic) such Security Warrant has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling that sold such Securities Warrants has delivered to the Registrar Warrant Agent a notice in the form of Exhibit C hereto. Upon the effectiveness, under the Securities Act, of a Registration Statement relating to the sale of Warrants, the Company shall deliver to the Warrant Agent a notice of effectiveness, a Global Warrant or Global Warrants representing the number of Warrants covered by such effective Registration Statement which do not bear the Private Placement Legend, a written opinion of counsel for the Company in customary form, and, if required by the Depositary, the Company shall deliver to the Depositary a letter of representations in a form reasonably acceptable to the Depositary. Upon the effectiveness of any post-effective amendment to the Registration Statement and upon the effectiveness, under the Securities Act, of any subsequent Registration Statement, the Company shall deliver to the Warrant Agent a notice of effectiveness and a written opion of counsel for the Company in customary form and, if such post-effective amendment or subsequent Registration Statement covers the sale of Warrants not covered by the initial Registration Statement, one or more Global Warrants relating to such additional Warrants. Upon any sale, pursuant to a Registration Statement, of a beneficial interest in a Global Warrant that theretofore constituted a Restricted Security and delivery of appropriate evidence thereof to the Warrant Agent, and upon any sale or transfer of a beneficial interest in connection with which the Private Placement Legend will be removed in accordance with this Agreement, the Warrant Agent shall increase the portion of the Global Warrant that does not constitute a Restricted Security by the portion of such sale or transfer and likewise reduce the portion of the Global Warrant that does constitute a Restricted Warrant. (c) 3.8.3 By its acceptance of any Security or any Common Stock Warrant bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Holder of such a Warrant acknowledges the restrictions on transfer of such security Warrant set forth in this Indenture Agreement and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Warrant only as provided in this Indenture Agreement and as permitted by applicable law. the Private Placement Legend. 3.8.4 The Registrar Warrant Agent shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 3.7 or this Section 2.16 in accordance with its customary document retention policies3.8. The Company 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 reasonable written notice to the RegistrarWarrant Agent. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. Unless and until an Initial Security is exchanged for an Exchange Security in connection with an effective Registration pursuant to the Registration Rights Agreement, the following provisions shall apply: (a) Notwithstanding The transfer or exchange of any other Security (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryRestricted Legend. (b) Upon The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfertransfer or exchange of a Security (or a beneficial interest therein), exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoTrustee. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture and Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.07(a) or this Section 2.16 in accordance with its customary document retention policies2.08. The Company 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 reasonable written notice to the Registrar. (d) The . Each Holder of a Security agrees to indemnify the Company mayand the Trustee against any liability that may result from the transfer, to the extent permitted by 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, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company mayTrustee shall have no obligation or duty to monitor, at its optiondetermine 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, surrender and to do so if and when expressly required by the Trustee for cancellation any Securities terms of, this Indenture, and to examine the Company purchases in this manner. Securities surrendered same to determine substantial compliance as to form with the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11express requirements hereof.

Special Transfer Provisions. (a) Notwithstanding any other Prior to October 1, 1999, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Note stating, or has otherwise advised LGII and the Registrar in writing, that the sale has been made in compliance with the provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository Rule 144A to a nominee transferee who has signed the certification provided for on the form of Note stating, or has otherwise advised LGII and the Depository Registrar in writing, that it is a QIB, that it is purchasing the Note for its own account or by an account with respect to which it exercises sole investment discretion (the beneficial owner of which is a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or QIB) and that it and any such nominee sale to a successor Depository it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding LGII as it has requested pursuant to Rule 144A or a nominee of has determined not to request such successor Depository.information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. (b) On and after October 1, 1999, the following provisions shall apply with respect to the registration of any proposed transfer of a Note. If the Note to be transferred consists of a Physical Note, the Registrar shall register the transfer and if the Note to be transferred consists of an interest in the Global Note, the transfer may be affected only through the book entry system maintained by the Depositary. (c) Upon the registration of transfer, exchange or replacement of Securities Notes not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee Registrar shall deliver Securities Notes that do not bear the Security Private Placement Legend. Upon the registration of transfer, exchange or replacement of Securities Notes bearing the Security Private Placement Legend, the Trustee Registrar shall deliver only Securities Notes that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company Registrar an Opinion of Counsel reasonably satisfactory to LGII and the Company and addressed to the Company Trustee to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoAct. (cd) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Note only as provided in this Indenture and as permitted by applicable law. Indenture. (e) The Registrar shall retain until such time as no Notes remain Outstanding copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.10. The Company LGII 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors. The ------------------------------------------------------- following provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenturea Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to non-U.S. persons): (1) The Security Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, but except or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made to an institutional "accredited investor" (as provided defined in Section 2.15(bRule 501(a)(1), a Global Security may not be transferred except as a whole by (2), (3) or (7) under the Depository to a nominee of Securities Act) and the Depository or by a nominee of the Depository proposed transferee has delivered to the Depository Security Registrar a certificate containing certain representations and agreements (the form of which certificate can be obtained from the Trustee or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryCompany). (b2) Upon the transferSubject to paragraph (1) above, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (i) the requested transferproposed transferee is an Agent Member, exchange or replacement is and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Resale Restriction Termination DateInstitutional Accredited Investor Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount of the Institutional Accredited Investor Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred, and (ii) there the proposed transferor is delivered to an Agent Member holding a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security, upon receipt by the Trustee Security Registrar of instructions given in accordance with the Depository's and the Company an Opinion of Counsel reasonably satisfactory to Security Registrar's procedures, the Company Security Registrar shall reflect on its books and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on records the date of such opinion transfer and (A) a decrease in the principal amount of such Rule 144A Global Security or (iii) such Security has been sold pursuant to Regulation S Global Security, as the case may be, in an effective registration statement under the Securities Act and the Holder selling such Securities has delivered amount equal to the Registrar principal amount of the beneficial interest in a notice Global Security to be transferred, and (B) an increase in the form principal amount of Exhibit C hereto. (c) By its acceptance of any an Institutional Accredited Investor Global Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice an amount equal to the Registrarprincipal amount to be transferred. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company Issuer notifies the Trustee in writing Registrar otherwise, the Trustee Registrar shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee Registrar shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company Issuer an Opinion opinion of Counsel counsel reasonably satisfactory to the Company Issuer and addressed to the Company Issuer to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. Upon any transfer or exchange of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture (including, without limitation, an exchange of a Global Security in whole in accordance with the applicable procedures), the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such transfer or exchange and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or share of Common Stock bearing the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company Issuer 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 reasonable written notice to the Registrar. (d) During the period of one year after the last date of original issuance of the Securities, the Issuer will not permit any of its Affiliates to resell any Securities that have been reacquired by any of them. Following such period, any Securities that are purchased or owned by any Affiliate of the Issuer may not be resold by such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities. (e) The Company Issuer may, to the extent permitted by law, and directly or indirectly (regardless of whether such Securities are surrendered to the Issuer) purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender Issuer will cause any Securities so purchased (other than Securities purchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation any Securities the Company purchases in this mannercancellation. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.112.11 and no longer outstanding under this Indenture. (f) 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 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. (g) Neither the Trustee nor any Securities Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Special Transfer Provisions. (aA) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.15(B), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (bB) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee Registrar or co-registrar shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee Registrar or co-registrar shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar or co-registrar a notice in the form of Exhibit C D hereto. Upon any sale or transfer of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture, the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such sale or transfer and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (cC) By its acceptance of any Security or any share of Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, as the case may be, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will shall transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company 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 reasonable written notice to the Registrar. (dD) Any Securities or shares of Common Stock issued upon the conversion of Securities that are purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities or shares of Common Stock, as the case may be, no longer being Restricted Securities. (E) The Company may, to the extent permitted by law, purchase repurchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding The Owner Trustee shall register the transfer of a Beneficial Interest Certificate if such transfer is being made by a proposed transferor who has (A) checked the box provided for on the Form of Beneficial Interest Certificate attached hereto as Exhibit A stating, or has otherwise advised LIFT and the Owner Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A and (B) provided LIFT and the Owner Trustee an affidavit in the form attached hereto as Exhibit B certifying, or has otherwise advised LIFT and the Owner Trustee in writing, that it is a Citizen of the United States to a transferee who has (X) signed the certification provided for on the Form of Beneficial Interest Certificate attached hereto as Exhibit A stating, or has otherwise advised LIFT and the Owner Trustee in writing, that it is purchasing the Beneficial Interest for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, that it is aware that the sale to it or such account is being made in reliance on Rule 144A and that it acknowledges that it has received such information regarding LIFT as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the foregoing representations in order to claim the exemption from registration provided by Rule 144A and (Y) provided LIFT and the Owner Trustee an affidavit in the form attached hereto as Exhibit B certifying, or has otherwise advised LIFT and the Owner Trustee in writing, that it is a Citizen of the United States. No transfer of a Beneficial Interest Certificate or issuance of any Additional Certificates will be registered by the Owner Trustee if such transfer would cause LIFT to lose the benefits of the safe harbor from "publicly traded partnership taxable as a corporation for federal income tax purposes" status provided by Treasury Regulation Section 1.7704-1 or any other provisions of this Indentureavailable exemption from such status, determined as if the Class D Notes evidenced partnership interests in LIFT (including, but except not limited to, as provided a result of an ownership interest in Section 2.15(bany Beneficial Interest Certificates being issued, sold, transferred, listed or otherwise exchanged at any time on an established securities market, including (w) a national securities exchange registered under the Exchange Act or exempted from registration because of the limited volume of transactions; (x) a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements under the Exchange Act applicable to exchanges described in subclause (w); (y) a regional or local exchange; or (z) an over-the-counter market, as the term "established securities market" and the terms in subclauses (w), a Global Security may not be transferred except as a whole by the Depository to a nominee (x), (y) and (z) are defined for purposes of Section 7704 of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryCode). (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the The Owner Trustee shall deliver Securities register the transfer of a Beneficial Interest Certificate by the proposed transferor who has (A) checked the box provided for on the form of Beneficial Interest Certificate attached hereto as Exhibit A stating that do not bear the Security Private Placement Legend. Upon Beneficial Interest Certificate is being transferred other than in accordance with the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no exemption from registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or provided by Rule 144A thereunder and (iiiB) such Security has been sold pursuant to an effective registration statement under the Securities Act provided LIFT and the Holder selling such Securities Owner Trustee an affidavit in the form attached hereto as Exhibit B certifying, or has otherwise advised LIFT and the Owner Trustee in writing, that it is a Citizen of the United States to a transferee who has delivered to the Registrar Owner Trustee (X) an affidavit in the form attached hereto as Exhibit B certifying, or has otherwise advised LIFT and the Owner Trustee in writing, that it is a notice Citizen of the United States, (Y) a certificate substantially in the form of Exhibit C heretohereto and (Z) an Opinion of Counsel acceptable to the Controlling Trustees that such transfer is in compliance with the Securities Act. (c) By its acceptance (i) Without the consent of any Security each Certificateholder, which consent may be withheld in such holder's sole discretion, no Certificateholder may transfer a Beneficial Interest Certificate (A) to a Person that is a "tax-exempt entity" within the meaning of Section 168(h)(2) of the Code, or any Common Stock bearing the Security Private Placement Legend successor provision thereto, or the Common Stock Private Placement Legend(B) to a Person that is a partnership, each S corporation or trust (a "flow through entity"), if any immediate equity holder thereof acknowledges the restrictions on transfer of such security set forth Person or any equity holders holding through tiers of flow through entities is a tax-exempt entity; provided that for this purpose, a foreign transferee or foreign equity holder shall not be treated as a "tax-exempt entity" if the exception of Section 168(h)(2)(B) of the Code would apply to any property owned directly or indirectly by such foreign transferee or foreign equity holder through LIFT, or (C) if such transfer would result in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, a termination of LIFT as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received a partnership pursuant to Section 2.15 708 of the Code, or this Section 2.16 any successor provision thereto, determined as if the Class D Notes did not evidence equity interests in accordance with its customary document retention policies. The Company 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 reasonable written notice to the RegistrarLIFT. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. Unless a Security is (i) transferred after the time period referred to in Rule 144(k) under the Securities Act or (ii) sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such sale), the following provisions shall apply to any sale, pledge or other transfer of Securities: (a) Notwithstanding Transfers of Securities to an Institutional Accredited Investor which is not a QIB or to a Non-institutional Accredited Investor. The following provisions shall apply with respect to the registration of any proposed transfer of Securities to (x) an Institutional Accredited Investor which is not a QIB, or (y) a Non-institutional Accredited Investor: (i) The Registrar shall register the transfer if the proposed transferee has delivered to the Trustee (A) a certificate substantially in the form of Exhibit B annexed hereto and (B) such opinion of counsel and --------- other provisions evidence satisfactory to the Company that such transfer is in compliance with the Securities Act, as requested by the Company. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in Global Securities, upon receipt by the Registrar of the documents required by clause (i) of this IndentureSection 2.9(a) and instructions given in accordance with the procedures of Euroclear or Clearstream, but except as provided if applicable, the Depositary and the Registrar, the Registrar shall reflect on its books and records, and Euroclear or Clearstream, if applicable, or the Registrar shall instruct the Depositary to note or cause to be noted on such Global Securities, the date and a decrease in the principal amount of the Global Securities in an amount equal to the principal amount of the beneficial interest in the Global Securities to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Physical Securities of like tenor and amount registered in the name of the transferee. (iii) If the Securities to be transferred consist of Physical Securities, upon receipt by the Registrar of the documents required by clause (i) of this Section 2.15(b2.9(a), a Global Security may not be transferred except as a whole by the Depository to a nominee Company shall execute and the Trustee shall authenticate and deliver, new Physical Securities registered in the name of the Depository or by a nominee of transferee and the Depository to Trustee shall cancel the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryPhysical Securities presented for transfer. (b) Upon the transfer, exchange or replacement Transfer of Securities not bearing to a QIB or to a Non-U.S. Person in Accordance with Regulation S. The following provisions shall apply with respect to the registration of any proposed transfer of Securities to (x) a QIB or (y) a Non-U.S. Person in Accordance with Regulation S: (i) If the Securities to be transferred consist of a beneficial interest in the Global Securities, the transfer of such interest may be effected only through the book-entry systems maintained by Euroclear and Clearstream, if applicable, and the Depositary. (ii) If the Securities to be transferred consist of Physical Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security Private Placement Legend, unless stating (or has otherwise advised the Company notifies and the Trustee Registrar in writing) that the sale has been made: (A) in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating or has otherwise advised the Company and the Registrar in writing otherwisethat: (1) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution; (2) it and any such account is a QIB within the meaning of Rule 144A; (3) it is aware that the sale to it is being made in reliance on Rule 144A; (4) it acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information; and (5) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A, or (B) in compliance with Regulation S to a transferee who has signed a certification provided for on the form of Security stating (or has otherwise advised the Company and the Registrar in writing) that it is not a "U.S. person" as defined in Regulation S. In addition, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the aggregate principal amount of the Physical Securities to be transferred, and the Trustee shall deliver cancel the Physical Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoso transferred. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding With respect to any other provisions proposed transfer of this Indentureany Note, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of Registrar shall reflect the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee transfer of such successor DepositoryNote on its books and records. (b) Upon Every Note that is required under Section 2.2 to bear the transfer, exchange or replacement of Securities not bearing Legend (the Security Private Placement “Restricted Securities”) shall be subject to the restrictions on transfer set forth in the Legend, unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement LegendIssuer. Upon the transfer, exchange or replacement of Securities Notes bearing the Security Private Placement Legend, to the Trustee extent required by Section 2.2, the Registrar shall deliver only Securities Notes that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoLegend. (c) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Noteholder of such Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Note (or the Beneficial Interest therein) only as provided in this Indenture and as permitted by applicable lawin accordance with the Legend. The Registrar shall not register or reflect on its books and records a transfer of any Note unless such transfer complies with the restrictions on transfer of such Note set forth in this Indenture and in accordance with the Legend. In connection with any transfer of Notes (or the Beneficial Interest therein), each Noteholder (or Beneficial Holder) agrees by its acceptance of the Notes (or the Beneficial Interest therein) to furnish the Trustee the certifications and legal opinions (if requested and required pursuant hereto) described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided, that the Trustee shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such legal opinions. (d) Notwithstanding any other provisions of this Indenture (other than the provisions set forth in Section 2.7(b)), a Global Note may not be transferred as a whole or in part except (i) by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary and (ii) for exchange of a Global Note or a portion thereof for one or more Definitive Notes in accordance with the second immediately succeeding paragraph. (e) The provisions of subsections (i), (ii), (iii) and (iv) below shall apply only to Global Notes: (i) The Depositary shall be a clearing agency registered under the Exchange Act. The Issuer has initially appointed The Depository Trust Company to act as Depositary with respect to any Global Note. Initially, any Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as Custodian for Cede & Co. If (A) the Depositary notifies the Issuer at any time that the Depositary is unwilling or unable to continue as depositary for the Global Notes and a successor depositary is not appointed within 90 days, (B) the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (C) an Event of Default with respect to the Notes has occurred and is continuing and a Beneficial Holder of any Note requests that its Beneficial Interest therein be issued as a Definitive Note, the Issuer shall execute, and the Trustee, upon receipt of an Officer’s Certificate and a written order of the Issuer, signed by a Responsible Officer for the authentication and delivery of Notes, shall authenticate and deliver (x) in the case of clause (C), a Definitive Note to such Beneficial Holder in a principal amount equal to the principal amount of such Note corresponding to such Beneficial Holder’s Beneficial Interest and (y) in the case of clause (A) or (B), Definitive Notes to each Beneficial Holder of the related Global Notes (or a portion thereof) in an aggregate principal amount equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes. If all of the Beneficial Interests are so exchanged, such Global Note will be surrendered to the Trustee and the Trustee will cause such Global Note to be canceled in accordance with the applicable procedures of the Depositary. (ii) Definitive Notes issued in exchange for all or a part of the Global Note pursuant to this Section 2.11(e) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, or, in the case of clause (C) of Section 2.11(e)(i) above, the relevant Beneficial Holder, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Definitive Notes to the Persons in whose names such Definitive Notes are so registered. (iii) At such time as all interests in a Global Note have been canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Definitive Notes, canceled, repurchased or transferred to a transferee who receives Definitive Notes therefor or any Definitive Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase. (iv) Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its Custodian, or under a Global Note, and the Depositary (or its nominee) may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any of their respective agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Noteholder under any Global Note. (v) None of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of Beneficial Interests of a Global Note or maintaining, supervising or reviewing any records relating to such Beneficial Interests. None of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall have any responsibility or obligation to any Beneficial Holder of an interest in the Global Notes, an Agent Member of, or a participant in, the Depositary or other person with respect to the accuracy of the records of the Depositary or its nominees or of any participant or member thereof, with respect to any Beneficial Interest in the Global Notes or with respect to the delivery to any participant, Agent Member, Beneficial Holder or other Person (other than the Depositary) of any notice or the payment of any amount or delivery of any Notes (or other Note or property) under or with respect to such Notes. The rights of Beneficial Holders in any Global Notes shall be exercised only through the Depositary, subject to its applicable rules and procedures. The Trustee and each Agent Member may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its agent members, participants and any beneficial owners. (f) The Notes shall be issued pursuant to an exemption from registration under the Securities Act. (g) The Trustee shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.11. The Company Issuer 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 reasonable written notice to the Trustee. (h) After the Closing Date, forms of Confidentiality Agreements will be available to Noteholders, Agent Members and Beneficial Holders and proposed transferees of the Notes (or the Beneficial Interests therein) from the Registrar, initially at the Corporate Trust Office. The Registrar shall furnish the Trustee and the Issuer with a copy of each executed Confidentiality Agreement received by the Registrar. (di) The Company may, Notwithstanding any other provision contained in this Indenture to the extent permitted contrary, any Noteholder or Beneficial Holder may assign a security interest in, or pledge, all or any portion of the Notes (or any interest therein) held by lawit to a lender or a trustee or collateral agent (or other similar representative) under any indenture, purchase loan agreement or similar agreement to which such Noteholder or Beneficial Holder is party in support of any obligations of such Noteholder or Beneficial Holder to a holder or holders of securities or other obligations issued by such Noteholder or Beneficial Holder; provided, that no such assignment or pledge shall release the Securities assigning or pledging Noteholder or Beneficial Holder from its obligations hereunder. (j) No Noteholder (or Beneficial Holder) may assign or transfer its Notes to a Competitor. In the case of a proposed transfer, the Issuer shall promptly (and in any event no more than three Business Days after receiving the applicable written request from the transferring Noteholder (or Beneficial Holder)) confirm in writing upon the written request of the transferring Noteholder (or Beneficial Holder) whether the proposed transferee is or is not a Competitor, which determination shall be made by the Issuer in its reasonable discretion and, in the open market event that the Issuer determines that the proposed transferee is a Competitor, the Issuer shall provide reasonable details as to the basis for such determination in its written confirmation to the Noteholder (or by tender offer at any price Beneficial Holder), and the transferring Noteholder (or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender Beneficial Holder) shall submit a copy of such confirmation to the Trustee for cancellation any Securities and the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11Registrar.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors. The following -------------------------------------------------------- provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenturea Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to non-U.S. persons): (1) The Security Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, but except or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made to an institutional "accredited investor" (as provided defined in Section 2.15(bRule 501(a)(1), a Global Security may not be transferred except as a whole by (2), (3) or (7) under the Depository to a nominee of Securities Act) and the Depository or by a nominee of the Depository proposed transferee has delivered to the Depository Security Registrar a certificate containing certain representations and agreements (the form of which certificate can be obtained from the Trustee or another nominee of the Depository or by the Depository Company), provided that no Initial Foreign Purchaser or any such nominee foreign purchaser who has purchased Securities from an Initial Foreign Purchaser or from any person other than a QIB or an Institutional Accredited Investor pursuant to a successor Depository or a nominee of such successor Depositoryparagraph (b) below shall be permitted to transfer any Securities so purchased by it to an Institutional Accredited Investor pursuant to this paragraph (a) prior to the date that is 40 days following the Issue Date. (b2) Upon the transferSubject to paragraph (1) above, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (i) the requested transferproposed transferee is an Agent Member, exchange and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Institutional Accredited Investor Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's, the Common Depositary's (or replacement is after Euroclear's and Clearstream's, as the Resale Restriction Termination Datecase may be) and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount of the Institutional Accredited Investor Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred, and (ii) there the proposed transferor is delivered to an Agent Member holding a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security, upon receipt by the Trustee Security Registrar of instructions given in accordance with the Depository's, the Common Depositary's (or Euroclear's and Clearstream's, as the case may be) and the Company an Opinion of Counsel reasonably satisfactory to Security Registrar's procedures, the Company Security Registrar shall reflect on its books and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on records the date of such opinion transfer and (A) a decrease in the principal amount of such Rule 144A Global Security or (iii) such Security has been sold pursuant to Regulation S Global Security, as the case may be, in an effective registration statement under the Securities Act and the Holder selling such Securities has delivered amount equal to the Registrar principal amount of the beneficial interest in a notice Global Security to be transferred, and (B) an increase in the form principal amount of Exhibit C hereto. (c) By its acceptance of any an Institutional Accredited Investor Global Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice an amount equal to the Registrarprincipal amount to be transferred. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors. The -------------------------------------------------------- following provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenturea Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to non-U.S. persons): (1) The Security Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, but except or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made to an institutional "accredited investor" (as provided defined in Section 2.15(bRule 501(a)(1), a Global Security may not be transferred except as a whole by (2), (3) or (7) under the Depository to a nominee of Securities Act) and the Depository or by a nominee of the Depository proposed transferee has delivered to the Depository Security Registrar a certificate containing certain representations and agreements (the form of which certificate can be obtained from the Trustee or another nominee of the Depository or by the Depository Company), provided that no Initial Foreign Purchaser or any such nominee foreign purchaser who has purchased Securities from an Initial Foreign Purchaser or from any person other than a QIB or an Institutional Accredited Investor pursuant to a successor Depository or a nominee of such successor Depositoryparagraph (b) below shall be permitted to transfer any Securities so purchased by it to an Institutional Accredited Investor pursuant to this paragraph (a) prior to the date that is 40 days following the Issue Date. (b2) Upon the transferSubject to paragraph (1) above, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (i) the requested transferproposed transferee is an Agent Member, exchange or replacement is and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Resale Restriction Termination DateInstitutional Accredited Investor Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount of the Institutional Accredited Investor Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred, and (ii) there the proposed transferor is delivered to an Agent Member holding a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security, upon receipt by the Trustee Security Registrar of instructions given in accordance with the Depository's and the Company an Opinion of Counsel reasonably satisfactory to Security Registrar's procedures, the Company Security Registrar shall reflect on its books and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on records the date of such opinion transfer and (A) a decrease in the principal amount of such Rule 144A Global Security or (iii) such Security has been sold pursuant to Regulation S Global Security, as the case may be, in an effective registration statement under the Securities Act and the Holder selling such Securities has delivered amount equal to the Registrar principal amount of the beneficial interest in a notice Global Security to be transferred, and (B) an increase in the form principal amount of Exhibit C hereto. (c) By its acceptance of any an Institutional Accredited Investor Global Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice an amount equal to the Registrarprincipal amount to be transferred. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.to

Special Transfer Provisions. The following provisions shall apply to the Securities issued hereunder: (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Any Security may not be transferred except as a whole by that bears the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless and any beneficial interest therein, may be transferred only in compliance with the Company notifies terms of the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon The Security Registrar shall not register the transfer, exchange transfer of any Security that bears the Private Placement Legend unless: (i) if the proposed transfer is being made in accordance with clause (C)(2) or replacement (3) of Securities bearing the Security Private Placement Legend, the Security Registrar shall register the transfer only if such transfer is being made by a proposed transferor who has provided it with a letter in the following form: State Street Bank and Trust Company of Connecticut, National Association 000 Xxxxxx Xxxxxx, 00xx floor Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 as Trustee shall deliver only Securities that bear the and Security Private Placement Legend unless (i) the requested transferRegistrar Re: Aetna Services, exchange or replacement Inc.'s 7% Guaranteed Senior Notes due 2002 ---------------------------------------------------------- Reference is after the Resale Restriction Termination Date, (ii) there is delivered hereby made to the Indenture, dated as of August 5, 1999 (the "Indenture"), between Aetna Services, Inc. (the "Company") and the State Street Bank and Trust Company of Connecticut, National Association, as Trustee and Security Registrar. Capitalized terms used but not defined herein shall have the Company meanings given to them in the Indenture. This letter relates to US$___________ principal amount of Securities which are evidenced by one or more [Physical Securities (Cusip No. ____,] [Global Securities (CUSIP No. )] (the "Surrendered Securities") and [held through DTC] [registered] in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such [Physical Security] [beneficial interest in the Securities] to a Person who will take delivery thereof in the form of an Opinion equal principal amount of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in evidenced by a [Global Security] [Physical Security]. In connection with such transfer, exchange or replacement request and in respect of such Surrendered Securities, the Transferor does hereby certify that: (1) The Surrendered Securities are being transferred to a Person that the Transferor reasonably believes is purchasing the Surrendered Securities for its own account or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is an institutional "accredited investor" as described in connection with any re-sales of such Securities on the date of such opinion Rule 501(a)(1), (2), (3) or (iii7) such Security has been sold pursuant to an effective registration statement under the Securities Act and is purchasing such Surrendered Securities for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Holder selling such Securities has delivered Act in a transaction in accordance with any applicable securities laws of the United States or any state thereof. There is furnished herewith a letter addressed to you from the institutional accredited investor as required by the Indenture. If this letter relates to less than $100,000 principal amount of Securities, there is also furnished herewith an opinion of counsel reasonably acceptable to the Registrar Company that the requested transfer is in compliance with the Securities Act. or [ ] the Surrendered Securities are being transferred pursuant to and in accordance with Regulation S and: (A) the offer of the Surrendered Securities was not made to a notice Person in the form of Exhibit C hereto.United States; (cB) By its acceptance of any Security or any Common Stock bearing either: (i) at the Security Private Placement Legend time the buy order was originated, the transferee was outside the United States or the Common Stock Private Placement LegendTransferor and any Person acting on its behalf reasonably believed that the transferee was outside the United States, each holder thereof acknowledges or (ii) the restrictions transaction was executed in, on transfer or through the facilities of such security set forth in this Indenture a designated offshore securities market and neither the Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the Security Private Placement Legend United States; (C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Common Stock Private Placement Legend904(b) of Registration S, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar.; and (dD) The Company may, the transaction is not part of a plan or scheme to evade the extent permitted by law, purchase registration requirements of the Securities in Act; This certificate and the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to statements contained herein are made for your benefit and the Trustee for cancellation any Securities benefit of the Company purchases and may be produced in this mannerany judicial or administrative proceeding. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.[Insert Name of Transferor] By ---------------------------------- Name: Title: Dated:

Special Transfer Provisions. (aA) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b‎2.15(B), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (bB) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee Registrar or co-registrar shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee Registrar or co-registrar shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar or co-registrar a notice in the form of Exhibit C D hereto. Upon any sale or transfer of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture, the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such sale or transfer and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (cC) By its acceptance of any Security or any share of Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, as the case may be, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will shall transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 ‎2.15 or this Section 2.16 in accordance with its customary document retention policies‎2.16. The Company 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 reasonable written notice to the Registrar. (dD) Any Securities or shares of Common Stock issued upon the conversion of Securities that are purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities or shares of Common Stock, as the case may be, no longer being Restricted Securities. (E) The Company may, to the extent permitted by law, purchase repurchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11‎2.11.

Special Transfer Provisions. Unless and until an Initial Note is exchanged for an Exchange Note in connection with an effective Registration pursuant to the Registration Rights Agreement, the following provisions shall apply: (a) Notwithstanding The registration of transfer or exchange of any other Note (or a beneficial interest therein) that bears the Restricted Legend may only be made in compliance with the provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor DepositoryRestricted Legend. (b) Upon The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transferregistration of transfer or exchange of a Note (or a beneficial interest therein), exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C heretoTrustee. (c) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof Holder of such a Note acknowledges the restrictions on registrations of transfer of such Note set forth in this Supplemental Indenture and in the Private Placement Legend and agrees that it will register the transfer of such Note only as provided in this Supplemental Indenture. The Registrar shall not register a transfer of any Note unless such transfer complies with the restrictions on transfer of such security Note set forth in this Indenture and in Supplemental Indenture. In connection with any registration of transfer of Notes, each Holder agrees by its acceptance of the Security Private Placement Legend Notes to furnish the Registrar or Common Stock Private Placement Legendthe Company such certifications, legal opinions or other information as applicableeither of them may reasonably require to confirm that such registration of transfer is being made pursuant to an exemption from, and agrees or a transaction not subject to, the registration requirements of the Securities Act; provided that it will transfer the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such security only as provided in this Indenture and as permitted by applicable lawcertifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.7 of the Indenture or this Section 2.16 in accordance with its customary document retention policies2.05. The Company 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 reasonable written notice to the Registrar. Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Xxxxxx' s Note in violation of any provision of this Supplemental 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 Supplemental Indenture or under applicable law with respect to any registrations of transfer of any interest in any Note (including any transfers between or among members of, or participants in, the Depositary 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (d) The A Global Note may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company mayor to a nominee of such successor Depositary. (e) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company will execute, and, subject to Article II of the Indenture, the Trustee, upon the written order of the Company, will authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the extent permitted by lawprincipal amount of the Global Note in exchange for the Global Note. In addition, purchase the Securities in the open market or by tender offer Company may at any price time determine that the Notes shall no longer be represented by a Global Note. In such event the Company will execute, and subject to Section 2.7 of the Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for the Global Note. Upon the exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be cancelled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or by private agreement without giving prior notice to Holdersindirect participants or otherwise, shall instruct the Trustee. The Company may, at its option, surrender Trustee shall deliver such Notes to the Trustee Depositary for cancellation any Securities the Company purchases in this manner. Securities surrendered delivery to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11Persons in whose names such Notes are so registered.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors. The -------------------------------------------------------- following provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenturea Security to any Institutional Accredited Investor which is not a QIB (excluding transfers to non-U.S. persons): (1) The Security Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, but except or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made to an institutional "accredited investor" (as provided defined in Section 2.15(bRule 501(a)(1), a Global Security may not be transferred except as a whole by (2), (3) or (7) under the Depository to a nominee of Securities Act) and the Depository or by a nominee of the Depository proposed transferee has delivered to the Depository Security Registrar a certificate containing certain representations and agreements (the form of which certificate can be obtained from the Trustee or another nominee of the Depository or by the Depository Company), provided that no Initial -------- Foreign Purchaser or any such nominee foreign purchaser who has purchased Securities from an Initial Foreign Purchaser or from any person other than a QIB or an Institutional Accredited Investor pursuant to a successor Depository or a nominee of such successor Depositoryparagraph (b) below shall be permitted to transfer any Securities so purchased by it to an Institutional Accredited Investor pursuant to this paragraph (a) prior to the date that is 40 days following the Issue Date. (b2) Upon the transferSubject to paragraph (1) above, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (i) the requested transferproposed transferee is an Agent Member, exchange and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Institutional Accredited Investor Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's, the Common Depositary's (or replacement is after Euroclear's and Clearstream's, as the Resale Restriction Termination Datecase may be) and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount of the Institutional Accredited Investor Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred, and (ii) there the proposed transferor is delivered to an Agent Member holding a beneficial interest in a Rule 144A Global Security or a Regulation S Global Security, upon receipt by the Trustee Security Registrar of instructions given in accordance with the Depository's, the Common Depositary's (or Euroclear's and Clearstream's, as the case may be) and the Company an Opinion of Counsel reasonably satisfactory to Security Registrar's procedures, the Company Security Registrar shall reflect on its books and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on records the date of such opinion transfer and (A) a decrease in the principal amount of such Rule 144A Global Security or (iii) such Security has been sold pursuant to Regulation S Global Security, as the case may be, in an effective registration statement under the Securities Act and the Holder selling such Securities has delivered amount equal to the Registrar principal amount of the beneficial interest in a notice Global Security to be transferred, and (B) an increase in the form principal amount of Exhibit C hereto. (c) By its acceptance of any an Institutional Accredited Investor Global Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice an amount equal to the Registrarprincipal amount to be transferred. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors. The ------------------------------------------------------- following provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenture, but except a Security constituting a Restricted Security to any institutional accredited investor (as provided defined in Section 2.15(bRule 501(a)(1), (2), (3) or (7) under the Securities Act) (an "Accredited Investor" or an "Institutional ------------------- ------------- Accredited Investor") which is not a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.QIB (excluding Non-U.S. Persons): ------------------- (bi) Upon the transferRegistrar shall register the transfer of any Security constituting a Restricted Security, exchange whether or replacement of Securities not bearing such Security bears the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (ix) the transferee certifies that it is not an Affiliate of the Issuer and the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, second anniversary of the later of the (iia) there is delivered to Issue Date and (b) the Trustee and last date on which the Company Issuer or an Opinion Affiliate of Counsel reasonably satisfactory to the Company and addressed to Issuer was the Company to the effect that no registration owner of such Security (or any predecessor Security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion successor provision thereunder or (iiiy) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities proposed transferee has delivered to the Registrar a notice certificate substantially in the form of Exhibit C hereto.hereto and if such transfer is --------- in respect of an aggregate principal amount of Securities of less than $100,000, the proposed transferee has delivered to the Registrar and the Issuer an opinion of counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act and such other certifications, legal opinions or other information that the Trustee may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; and (cii) By its acceptance if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, the Registrar shall register the transfer of any Security constituting a Restricted Security, whether or any Common Stock bearing the not such Security bears a Private Placement Legend or upon receipt by the Common Stock Private Placement LegendRegistrar of (x) the certificate, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture if any, required by paragraph (i) above and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 (y) instructions given in accordance with the Depository's and the Registrar's procedures, whereupon (a) the Registrar shall reflect on its customary document retention policies. The Company books and records the date and (if the transfer does not involve a transfer of outstanding U.S. Physical Securities) a decrease in the principal amount of the applicable U.S. Global Security in an amount equal to the principal amount of the beneficial interest in such U.S. Global Security to be transferred, and (b) the Issuer shall have execute and the right to inspect Trustee shall authenticate and make copies available for delivery one or more U.S. Physical Securities of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrarlike tenor and amount. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (ai) Notwithstanding No sale or other transfer of a Security that is a Restricted Security (including, without limitation, by pledge or hypothecation) or any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security interest therein may not be transferred except as a whole by made unless such sale or transfer (A) is made pursuant to an exemption from the Depository to a nominee registration requirements of the Depository Securities Act of 1933, and is exempted from any applicable state securities law, and (B) will not cause the Company to become subject to the registration or by a nominee reporting requirements of the Depository Securities Exchange Act of 1934. Any transfer in violation of the restrictions on transfer set forth herein will be of no force and effect, will be void ab initio and will not operate to transfer any rights to the Depository or another nominee of transferee, notwithstanding any instructions to the Depository contrary to or by the Depository Company or any such nominee to a successor Depository or a nominee of such successor Depositorythe Trustee. (bii) Transfers of Securities shall be subject to restrictions on transfer as set forth in the Private Placement Legend. (iii) With respect to the registration of transfer of a Security constituting a Restricted Security, if the proposed transferor is a member of, or participant in, the Depository holding a beneficial interest in the Global Security, upon receipt by the Security Registrar of (x) evidence of compliance with the transfer requirements set forth elsewhere in this Section 3.05 and (y) instructions given in accordance with the Applicable Procedures and the Security Registrar’s procedures, (1) the Security Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding definitive securities) a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and (2) the Company shall execute and the Trustee shall authenticate and deliver one or more definitive Securities of like tenor and principal amount. (iv) Upon the valid transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies Security Registrar shall, subject to the Trustee in writing otherwiserequirements of this Indenture, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the valid transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall Security Registrar shall, subject to the requirements of this Indenture, deliver only Securities that bear the Security Private Placement Legend unless (ix) such Securities are being registered under the Securities Act of 1933 or (y) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company Securities Registrar shall receive an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company Trustee to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such 1933. The Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar shall not register a notice in the form of Exhibit C hereto. (c) By its acceptance transfer of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges unless such transfer complies with the restrictions on transfer of such security Security set forth in this Indenture and in Indenture. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Security Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act of 1933; provided that the Security Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. (v) In the event that the Company determines it is advisable to remove, replace or modify such Private Placement Legend or Common Stock (based on an Opinion of Counsel), the Company shall provide each Holder, without any expense, with new certificates, if any, for the Securities either (x) not bearing the Private Placement LegendLegend with respect to which the restriction has ceased and terminated and/or (y) bearing such additional and/or modified restrictive legends, in the case of each of subclauses (x) and (y), as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to determines advisable based on the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11above-mentioned Opinion of Counsel.

Special Transfer Provisions. (a) Notwithstanding any other Transfers of Physical Securities and Certain Restricted Global Securities to Non-QIB Institutional Accredited Investors. The following provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository shall apply with respect to the Depository or another nominee registration of the Depository or by the Depository or any such nominee proposed transfer of a Physical Security constituting a Restricted Security and certain Restricted Global Securities to any Institutional Accredited Investor which is not a successor Depository or a nominee of such successor Depository.QIB: (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the Security Registrar shall register the transfer of any Security constituting a Restricted Security, whether or not such Restricted Security bears the private placement legend substantially in the form of the first paragraph of EXHIBIT A hereto (the "Private Placement Legend"), if (x) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Datefirst anniversary of the Issue Date and, (ii) there is delivered to the Trustee and knowledge of the Trustee, the transferor is not an Affiliate of the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iiiy) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities proposed transferee has delivered to the Security Registrar a notice certificate substantially in the form of Exhibit C EXHIBIT D hereto.; and (cii) By its acceptance of any if the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Security or any Common Stock bearing representing Securities held by QIBs, upon receipt by the Security Private Placement Legend or Registrar of (x) the Common Stock Private Placement Legendcertificate, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture if any, required by paragraph (i) above and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 (y) instructions given in accordance with the Depository's and the Security Registrar's procedures, (a) the Registrar shall reflect on its customary document retention policies. The books and records the date and (if the transfer does not involve a transfer of outstanding Physical Securities) a decrease in the principal amount of such Restricted Global Security in an amount equal to the principal amount of the beneficial interest in such Restricted Global Security to be transferred, and (b) (x) the Company shall have execute and the right to inspect Trustee shall authenticate and make copies deliver one or more Physical Securities of all such letters, notices like tenor and amount or other written communications at any reasonable time upon (y) the giving Security Registrar shall reflect on its books and records the date and an increase in the principal amount of reasonable written notice the Restricted Global Security representing Securities held by Institutional Accredited Investors in an amount equal to the Registrarprincipal amount of such Restricted Global Security to be so transferred. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing Registrar otherwise, the Trustee Registrar shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee Registrar shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Trustee and the Company and addressed to the Trustee and the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. Upon any transfer or exchange of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture (including, without limitation, an exchange of a Global Security in whole in accordance with the applicable procedures), the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such transfer or exchange and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (c) By its acceptance of any Security or any share of Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company 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 reasonable written notice to the Registrar. (d) Any Securities that are purchased or owned by any Affiliate of the Company may not be resold by such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities no longer being Restricted Securities. (e) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner, but may not be reissue or resell such Securities. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.112.11 and no longer outstanding under this Indenture (f) 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 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. (g) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors and Non- U.S. Persons and other Transfers Exempt under the Securities Act. The following provisions shall apply (x) with respect to the registration of any other provisions proposed transfer of this Indenture, but except as provided in Section 2.15(b), a Global Security may constituting a Restricted Security to any Institutional Accredited Investor which is not be transferred except as a whole by QIB or to any Non-U.S. Person and (y) with respect to the Depository registration of any proposed transfer pursuant to a nominee another available exemption from the registration requirements of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.Securities Act: (bi) Upon the transferRegistrar shall register the transfer of any Securities constituting a Restricted Security, exchange whether or replacement of Securities not bearing such Security bears the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (ix) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination second anniversary of the Issue Date; provided, however, that neither the Issuer nor any Affiliate of the Issuer has held any beneficial interest in such security, or portion thereof, at any time on or prior to the second anniversary of the Issue Date or (iiy)(1) there in the case of a transfer to an Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons), the proposed transferee has delivered to the Trustee Registrar a certificate substantially in the form of Exhibit C hereto or (2) in the case of a transfer to a Non-U.S. Person, the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit D or (3) in the case of a transfer pursuant to another available exemption from the registration requirements of the Securities Act, the proposed transferee has delivered to the Registrar a certificate in form and substance reasonably acceptable to the Issuer and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required Registrar in connection with such transfer, exchange together, in the case of clause (1), clause (2) or replacement clause (3) with such other certifications, legal opinions or other information as the Issuer, the Trustee or the Registrar may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, or (z) the Trustee and Registrar have received both an Opinion of Counsel and an Officers' Certificate directing transfer without a Private Placement Legend; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in a Global Security, upon, receipt by the Registrar of (x) the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depositary's and the Registrar's procedures, (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding Certificated Securities) a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred (the "Transfer Amount"),(b) if the Securities to be transferred are to be evidenced by Certificated Securities, the Issuer shall execute and the Trustee shall authenticate upon receipt of a written order of the Issuer in the form of an Officers' Certificate, and cause to be delivered one or more Certificated Securities in an aggregate principal amount equal to the Transfer Amount and (c) if the Securities to be transferred are to be evidenced by an interest in a Global Security, upon receipt of instructions given in accordance with the Depositary's and the Registrar's procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security in which the transferee will hold its beneficial interest in an amount equal to the Transfer Amount. If the Securities to be transferred consist of IAI Securities, the following shall apply: (x) if such IAI Securities are proposed to be transferred to an Institutional Accredited Investor which is not a QIB, (i) upon the registration of such transfer such Securities shall continue to be IAI Securities, and (ii) the Certificated Securities authenticated and delivered in connection with such transfer shall be in denominations of $100,000 and any reintegral multiple of $1,000 above that amount; and (y) if such IAI Securities are proposed to be transferred to a Non-sales U.S. Person, (i) upon the registration of such transfer such Securities shall cease to be IAI Securities, (ii) the Certificated Securities authenticated and delivered in connection with such transfer shall not contain the restriction on the date minimum denominations of such opinion or $100,000 and (iii) such Security has been sold pursuant to an effective registration statement under the Certificated Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11in denominations of $1,000 and any integral multiple thereof.

Special Transfer Provisions. (a) Notwithstanding TRANSFERS TO NON-QIB INSTITUTIONAL ACCREDITED INVESTORS. The following provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenture, but except a Security constituting a Restricted Security to any institutional accredited investor (as provided defined in Section 2.15(bRule 501(a)(1), (2), (3) or (7) under the Securities Act) (an "ACCREDITED INVESTOR" or an "INSTITUTIONAL ACCREDITED INVESTOR") which is not a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.QIB (excluding Non-U.S. Persons): (bi) Upon the transferRegistrar shall register the transfer of any Security constituting a Restricted Security, exchange whether or replacement of Securities not bearing such Security bears the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (ix) the transferee certifies that it is not an Affiliate of the Issuer and the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, second anniversary of the later of the (iia) there is delivered to Issue Date and (b) the Trustee and last date on which the Company Issuer or an Opinion Affiliate of Counsel reasonably satisfactory to the Company and addressed to Issuer was the Company to the effect that no registration owner of such Security (or any predecessor Security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion successor provision thereunder or (iiiy) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities proposed transferee has delivered to the Registrar a notice certificate substantially in the form of Exhibit EXHIBIT C heretohereto and if such transfer is in respect of an aggregate principal amount at maturity of Securities of less than $100,000, the proposed transferee has delivered to the Registrar and the Issuer an opinion of counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act and such other certifications, legal opinions or other information that the Trustee may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; and (ii) if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, the Registrar shall register the transfer of any Security constituting a Restricted Security, whether or not such Security bears a Private Placement Legend upon receipt by the Registrar of (x) the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository's and the Registrar's procedures, whereupon (a) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of outstanding U.S. Physical Securities) a decrease in the principal amount at maturity of the applicable U.S. Global Security in an amount equal to the principal amount at maturity of the beneficial interest in such U.S. Global Security to be transferred, and (b) the Issuer shall execute and the Trustee shall authenticate and make available for delivery one or more U.S. Physical Securities of like tenor and amount. (cb) By its acceptance TRANSFERS TO QIBS. The following provisions shall apply with respect to the registration of any proposed transfer of a Security or any Common Stock bearing to a QIB (excluding transfers to Non-U.S. Persons): (i) if the Security to be transferred consists of (x) either Offshore Physical Securities prior to the removal of the Private Placement Legend or U.S. Physical Securities, the Common Stock Private Placement LegendRegistrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, each holder thereof or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the restrictions on Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption -50- from registration provided by Rule 144A or (y) an interest in the U.S. Global Securities, the transfer of such security set forth in this Indenture and in interest may be effected only through the Security Private Placement Legend or Common Stock Private Placement Legend, as applicablebook entry system maintained by the Depository; and (ii) if the proposed transferee is an Agent Member, and agrees that it will the Securities to be transferred consist of U.S. Physical Securities which after transfer such security only as provided are to be evidenced by an interest in this Indenture and as permitted a U.S. Global Security, upon receipt by applicable law. The the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 instructions given in accordance with the Depository's and the Registrar's procedures, the Registrar shall reflect on its customary document retention policies. The Company shall have books and records the right to inspect date and make copies an increase in the principal amount at maturity of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice applicable U.S. Global Security in an amount equal to the Registrar. (d) The Company mayprincipal amount at maturity of the U.S. Physical Securities to be transferred, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to and the Trustee for cancellation any shall cancel the U.S. Physical Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11so transferred.

Special Transfer Provisions. (a) The Purchaser may only transfer Notes in accordance with the Initial Holder Agreements, provided, such transfers also comply with the transfer restrictions set forth in the IAI Note Legend. Unless and until the Trustee receives written notice from the Company or a Holder that a transfer of a Note has not been made in compliance with the Initial Holder Agreements, the Trustee may assume without inquiry that such transfer was made in accordance with the Initial Holder Agreements. (b) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.14(c), a Global Security Note may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (bc) Upon Every Note that bears or is required under this Section 2.14(c) to bear the transfer, exchange Restricted Note Legend or replacement of Securities not bearing the Security Private Placement IAI Note Legend (the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in the Restricted Note Legend or the IAI Note Legend, as the case may be, unless such restrictions on transfer shall be waived by written consent of the Company notifies Company, and the Trustee holder of each such Restricted Security, by such Notes holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in writing otherwisethis Section 2.14(c), the Trustee term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof) shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange a Restricted Note Legend or replacement of Securities bearing the Security Private Placement IAI Note Legend, as the Trustee shall deliver only Securities that bear the Security Private Placement Legend case may be, unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security Note has been sold pursuant to an effective a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the Holder selling time of such transfer) or pursuant to Rule 144 under the Securities has delivered Act or any similar provision then in force, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Note Legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Registrar in accordance with the provisions of Section 2.06, be exchanged for a notice in new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the form Restricted Note Legend. If the Restricted Note surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend, the principal amount of Exhibit C heretothe legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver an unlegended Global Note to the Depositary. (cd) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Restricted Note Legend or the Common Stock Private Placement IAI Note Legend, as the case may be, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Restricted Note Legend or Common Stock Private Placement the IAI Note Legend, as applicablethe case may be, and agrees that it will transfer such security Note only as provided in this Indenture and as permitted by applicable law. . (e) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.13 or this Section 2.16 in accordance with its customary document retention policies2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal hours of operation of the Registrar upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any other provisions proposed transfer of this Indenture, but except a Security constituting a Restricted Security to any institutional accredited investor (as provided defined in Section 2.15(bRule 501(a)(1), (2), (3) or (7) under the Securities Act) (an "Accredited Investor" or an " Institutional Accredited Investor") which is not a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.QIB (excluding Non-U.S. Persons): (bi) Upon the transferRegistrar shall register the transfer of any Security constituting a Restricted Security, exchange whether or replacement of Securities not bearing such Security bears the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless if (ix) the transferee certifies that it is not an Affiliate of either of the Issuers and the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, second anniversary of the later of the (iia) there is delivered to Issue Date and (b) the Trustee and last date on which the Company Issuers or an Opinion Affiliate of Counsel reasonably satisfactory to either of the Company and addressed to Issuers was the Company to the effect that no registration owner of such Security (or any predecessor Security) or such shorter period of time as permitted by Rule 144(k) under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion successor provision thereunder or (iiiy) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities proposed transferee has delivered to the Registrar a notice certificate substantially in the form of Exhibit C hereto.hereto and if such transfer is in respect of an aggregate principal amount of Securities of less than $100,000, the proposed transferee has delivered to the Registrar and the Issuers an opinion of counsel acceptable to the Issuers that such transfer is in compliance with the Securities Act and such other certifications, legal opinions or other information that the Trustee may reasonably request in order to confirm that such transaction is being made pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act; and (cii) By its acceptance if the proposed transferor is an Agent Member holding a beneficial interest in the U.S. Global Security, the Registrar shall register the transfer of any Security constituting a Restricted Security, whether or any Common Stock bearing the not such Security bears a Private Placement Legend or upon receipt by the Common Stock Private Placement LegendRegistrar of (x) the certificate, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture if any, required by paragraph (i) above and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 (y) instructions given in accordance with the Depository's and the Registrar's procedures, whereupon (a) the Registrar shall reflect on its customary document retention policies. The Company shall have books and records the right to inspect date and make copies (if the transfer does not involve a transfer of all such letters, notices or other written communications at any reasonable time upon outstanding U.S. Physical Securities) a decrease in the giving principal amount of reasonable written notice the applicable U.S. Global Security in an amount equal to the Registrar. principal amount of the beneficial interest in such U.S. Global Security to be transferred, and (db) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to Issuers shall execute and the Trustee for cancellation any shall authenticate and deliver one or more U.S. Physical Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold of like tenor and shall be promptly cancelled pursuant to Section 2.11amount.

Special Transfer Provisions. (a) The Initial Purchasers, the Sponsor Purchasers and the Bank Purchaser may only transfer Notes in accordance with the Note Purchase Agreement, provided, such transfers also comply with the transfer restrictions set forth in the IAI Note Legend. Unless and until the Trustee receives written notice from the Company or a Holder that a transfer of a Note has not been made in compliance with the Note Purchase Agreement, the Trustee may assume without inquiry that such transfer was made in accordance with the Note Purchase Agreement. Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.14(c), a Global Security Note may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor Depository. (bDepositary. Every Note that bears or is required under this Section 2.14(c) Upon to bear the transfer, exchange Restricted Note Legend or replacement of Securities not bearing the Security Private Placement IAI Note Legend, unless and any Common Stock that bears or is required under this Section 2.14(c) to bear the Company notifies Restricted Common Stock Legend or the Trustee in writing otherwiseIAI Common Stock Legend (collectively, the Trustee "Restricted Securities") shall deliver Securities that do not bear be subject to the Security Private Placement Legend. Upon restrictions on transfer set forth in the transfer, exchange or replacement of Securities bearing the Security Private Placement Restricted Note Legend, the Trustee IAI Note Legend, the Restricted Common Stock Legend or the IAI Common Stock Legend, as the case may be, unless such restrictions on transfer shall deliver only Securities that bear be waived by written consent of the Security Private Placement Legend unless (i) the requested transferCompany, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion holder of Counsel reasonably satisfactory each such Restricted Security, by such Notes holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.14(c), the Company term "transfer" encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Any certificate evidencing such Note (and addressed all securities issued in exchange therefor or substitution thereof), and any stock certificate representing shares of Common Stock issued upon conversion of any Note, shall bear a Restricted Note Legend, IAI Note Legend, Restricted Common Stock Legend or IAI Common Stock Legend, as the case may be, unless such Note or such shares of Common Stock have been sold pursuant to the Company to the effect a registration statement that no registration has been declared effective under the Securities Act is required in connection with (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 or any similar provision then in force, exchange or replacement such shares of such Securities in connection with any re-sales Common Stock have been issued upon conversion of such Securities on the date of such opinion or (iii) such Security Notes that have been transferred pursuant to a registration statement that has been sold pursuant to an declared effective registration statement under the Securities Act and or pursuant to Rule 144 under the Holder selling Securities Act, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Any Note (or security issued in exchange or substitution therefor) as to which such Securities has delivered restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Note Legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Registrar in accordance with the provisions of Section 2.06, be exchanged for a notice new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restricted Note Legend. If the Restricted Note surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend, the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the form conditions for removal of Exhibit C hereto. (c) the Restricted Common Stock Legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of Common Stock, which shall not bear the Restricted Common Stock Legend required by this Section 2.14. By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Restricted Note Legend or the Common Stock Private Placement IAI Note Legend, as the case may be, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Restricted Note Legend or Common Stock Private Placement the IAI Note Legend, as applicablethe case may be, and agrees that it will transfer such security Note only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.13 or this Section 2.16 in accordance with its customary document retention policies2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal hours of operation of the Registrar upon the giving of reasonable written notice to the Registrar. (d) The Company may. PURCHASES Repurchase At the Option of the Holder . If there shall have occurred a Fundamental Change, each Holder shall have the right, at such Holder's option, to require the extent permitted Company to purchase for Cash all or any portion of such Holder's Notes in integral multiples of $1,000 principal amount on a date selected by lawthe Company (the "Fundamental Change Purchase Date"), purchase which Fundamental Change Purchase Date shall be no later than 35 Trading Days after the Securities occurrence of such Fundamental Change, unless such 35 Trading Days would not provide Holders with at least 20 Trading Days' notice, in which event the open market or Fundamental Change Purchase Date shall be the day that provides the shortest period necessary to provide 20 Trading Days' notice as required by tender offer at any price or by private agreement without giving prior notice to Holders. The Company maysubsection (b) of this Section 3.01, at its optiona purchase price equal to 100% of the principal amount of the Notes to be purchased, surrender plus accrued and unpaid interest to, but excluding, the Fundamental Change Purchase Date (the "Fundamental Change Purchase Price"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.01(c); provided that if the Fundamental Change Purchase Date is after a Regular Record Date and on or prior to the Trustee for cancellation Interest Payment Date to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes as of the preceding Regular Record Date. A "Fundamental Change" shall be deemed to have occurred at such time as either of the following events shall occur: any Securities person or group, other than the Company, its Subsidiaries or any employee benefits plan of the Company purchases in this manner. Securities surrendered or its Subsidiaries, files a Schedule 13D or Schedule TO) or any successor schedule, form or report) pursuant to the Trustee Exchange Act, disclosing that such person has become the beneficial owner of shares with a majority of the total voting power of the Company's outstanding Voting Securities; unless such beneficial ownership arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act; the Company consolidates with or merges with or into another person (other than a Subsidiary of the Company), or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of its properties and assets to any person (other than a Subsidiary of the Company) or any person (other than a Subsidiary of the Company) consolidates with or merges with or into the Company, and the outstanding Voting Securities of the Company are reclassified into, converted for cancellation may or converted into the right to receive any other property or security, provided that none of these circumstances will be a Fundamental Change if persons that beneficially own the Voting Securities of the Company immediately prior to the transaction own, directly or indirectly, shares with a majority of the total voting power of all outstanding Voting Securities of the surviving or transferee person immediately after the transaction in substantially the same proportion as their ownership of the Company's Voting Securities immediately prior to the transaction, and provided that for the avoidance of doubt, notwithstanding anything herein to the contrary, non-exclusive licenses by the Company shall not be reissued deemed a sale, conveyance, transfer, lease or resold and shall be promptly cancelled pursuant to Section 2.11.other disposition; the Company's stockholders or Board of Directors adopts a plan for the liquidation or dissolution of the Company; or upon the occurrence of a Termination of Trading. For purposes of defining a Fundamental Change:

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), Unless a Global Security may not be is transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (iitime period referred to in Rule 144(k) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been otherwise sold pursuant to an effective a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the Holder selling time of such Securities has delivered sale), the following provisions shall apply. With respect to the registration of any proposed transfer of Securities to a QIB: If the Securities to be transferred consist of an interest in the Global Securities, the transfer of such interest may be effected only through the book-entry system maintained by the Depositary. If the Securities to be transferred consist of Physical Securities, the Registrar shall register the transfer if such transfer is being made by a notice in proposed transferor who has checked the box provided for on the form of Exhibit C hereto.Security stating, or has otherwise advised the Company and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating or has otherwise advised the Company and the Registrar in writing that: (cA) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution; (B) it and any such account is a QIB within the meaning of Rule 144A; (C) it is aware that the sale to it is being made in reliance on Rule 144A; (D) it acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information; and (E) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. In addition, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred. By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as permitted either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by applicable lawthe Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.8 hereof or this Section 2.16 in accordance with its customary document retention policies2.9. The Company 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 reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (b) . Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar a notice in the form of Exhibit C hereto. (c) . By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies. The Company 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 reasonable written notice to the Registrar. (d) . The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. Each Global Security shall bear the legend set forth in Exhibit B-2. (b) Upon Every Security that bears or is required under this Section 2.16(b) to bear the transferrestricted securities legend set forth in Exhibit B-1 (the “Restricted Securities Legend”), exchange and any Common Stock that bears or replacement of is required under this Section 2.16(b) to bear the common stock legend set forth in Exhibit B-1 (the “Common Stock Legend”) (collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in the Restricted Securities not bearing Legend or the Security Private Placement Common Stock Legend, as the case may be, unless such restrictions on transfer shall be waived by written consent of the Company notifies Company, and the Trustee holder of each such Restricted Security, by such Securities holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in writing otherwisethis Section 2.16(b), the Trustee shall deliver Securities that do not bear term “Transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the Security Private Placement Legend. Upon expiration of the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered holding period applicable to the Trustee and the Company an Opinion of Counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration sales thereof under Rule 144 under the Securities Act is required in connection with such transfer(or any successor provision), exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) certificate evidencing such Security has (and all securities issued in exchange therefor or substitution thereof), and any stock certificate representing shares of Common Stock issued upon conversion of any Security, shall bear a Restricted Securities Legend or a Common Stock Legend, as the case may be, unless such Security or such shares of Common Stock have been sold pursuant to an effective a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the Holder selling time of such transfer) or pursuant to Rule 144 under the Securities Act or any similar provision then in force, or such shares of Common Stock have been issued upon conversion of Securities that have been transferred pursuant to a registration statement that has delivered been declared effective under the Securities Act or pursuant to Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Any Security (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Security Legend set forth therein have been satisfied may, upon surrender of such Security for exchange to the Registrar in accordance with the provisions of Section 2.06, be exchanged for a notice new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Restricted Security Legend. If the Restricted Security surrendered for exchange is represented by a Global Security bearing the Restricted Security Legend, the principal amount of the legended Global Security shall be reduced by the appropriate principal amount and the principal amount of a Global Security without the Restricted Security Legend shall be increased by an equal principal amount. If a Global Security without the Restricted Security Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Security to the Depositary. Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the form conditions for removal of Exhibit C heretothe Common Stock Legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of Common Stock, which shall not bear the Common Stock Legend required by this Section 2.16. (c) By its acceptance of any Security or any Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Securities Legend, each holder thereof Holder of such a Security acknowledges the restrictions on transfer of such security Security set forth in this Indenture and in the Security Private Placement Restricted Securities Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will transfer such security Security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal hours of operation of the Registrar upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (aA) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.15(B), a Global Security may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (bB) Upon the transfer, exchange or replacement of Securities not bearing the Security Private Placement Legend, unless the Company notifies the Trustee in writing otherwise, the Trustee Registrar or co-registrar shall deliver Securities that do not bear the Security Private Placement Legend. Upon the transfer, exchange or replacement of Securities bearing the Security Private Placement Legend, the Trustee Registrar or co-registrar shall deliver only Securities that bear the Security Private Placement Legend unless (i) the requested transfer, exchange or replacement transfer is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion opinion of Counsel counsel reasonably satisfactory to the Company and addressed to the Company to the effect that no registration under neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act is required in connection with such transfer, exchange or replacement of such Securities in connection with any re-sales of such Securities on the date of such opinion or (iii) such Security has been sold pursuant to an effective registration statement under the Securities Act and the Holder selling such Securities has delivered to the Registrar or co-registrar a notice in the form of Exhibit C D hereto. Upon any sale or transfer of a beneficial interest in the Securities in connection with which the Security Private Placement Legend will be removed in accordance with this Indenture, the Trustee shall increase the principal amount of the Global Security that does not constitute a Restricted Security by the principal amount of such sale or transfer and likewise reduce the principal amount of the Global Security that does constitute a Restricted Security. (cC) By its acceptance of any Security or any share of Common Stock bearing the Security Private Placement Legend or the Common Stock Private Placement Legend, as the case may be, each holder thereof acknowledges the restrictions on transfer of such security set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Legend, as applicable, and agrees that it will shall transfer such security only as provided in this Indenture and as permitted by applicable law. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.16 in accordance with its customary document retention policies2.16. The Company 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 reasonable written notice to the Registrar. (dD) Any Securities or shares of Common Stock issued upon the conversion of Securities that are purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Securities or shares of Common Stock, as the case may be, no longer being Restricted Securities. (E) The Company may, to the extent permitted by law, purchase and without the consent of Holders, directly or indirectly (regardless of whether such Securities are surrendered to the Company), repurchase Securities in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer at any price or through counterparties to private agreements, including by private agreement cash-settled swaps or other derivatives, in each case without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.

Special Transfer Provisions. (a) Notwithstanding any other provisions of this Indenture, but except as provided in Section 2.15(b2.14(b), a Global Security Note may not be transferred except as a whole by the Depository Depositary to a nominee of the Depository Depositary or by a nominee of the Depository Depositary to the Depository Depositary or another nominee of the Depository Depositary or by the Depository Depositary or any such nominee to a successor Depository Depositary or a nominee of such successor DepositoryDepositary. (b) Upon Every Note that bears or is required under this Section 2.14(b) to bear the transfer, exchange or replacement of Securities not bearing the Security Private Placement Restricted Note Legend, unless and any Common Stock that bears or is required under this Section 2.14(b) to bear the Company notifies the Trustee in writing otherwiseRestricted Common Stock Legend (collectively, the Trustee “Restricted Securities”) shall deliver Securities that do not bear be subject to the Security Private Placement Legend. Upon restrictions on transfer set forth in the transfer, exchange Restricted Note Legend or replacement of Securities bearing the Security Private Placement Restricted Common Stock Legend, as the Trustee case may be, unless such restrictions on transfer shall deliver only Securities that bear be waived by written consent of the Security Private Placement Legend unless (i) the requested transferCompany, exchange or replacement is after the Resale Restriction Termination Date, (ii) there is delivered to the Trustee and the Company an Opinion holder of Counsel reasonably satisfactory each such Restricted Security, by such Notes holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.14(b), the Company term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Any certificate evidencing such Note (and addressed all securities issued in exchange therefor or substitution thereof), and any stock certificate representing shares of Common Stock issued upon conversion of any Note, shall bear a Restricted Note Legend or Restricted Common Stock Legend, as the case may be, unless such Note or such shares of Common Stock have been sold pursuant to the Company to the effect a registration statement that no registration has been declared effective under the Securities Act is required in connection with (and which continues to be effective at the time of such transfer) or pursuant to Rule 144 or any similar provision then in force, exchange or replacement such shares of such Securities in connection with any re-sales Common Stock have been issued upon conversion of such Securities on the date of such opinion or (iii) such Security Notes that have been transferred pursuant to a registration statement that has been sold pursuant to an declared effective registration statement under the Securities Act and or pursuant to Rule 144 under the Holder selling Securities Act, or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Any Note (or security issued in exchange or substitution therefor) as to which such Securities has delivered restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Note Legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Registrar in accordance with the provisions of Section 2.06, be exchanged for a notice new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the Restricted Note Legend. If the Restricted Note surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend, the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. Table of Contents Any such shares of Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the form conditions for removal of Exhibit C heretothe Restricted Common Stock Legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of shares of Common Stock, which shall not bear the Restricted Common Stock Legend required by this Section 2.14. (c) By its acceptance of any Security or any Common Stock Note bearing the Security Private Placement Legend or the Common Stock Private Placement Restricted Note Legend, each holder thereof Holder of such a Note acknowledges the restrictions on transfer of such security Note set forth in this Indenture and in the Security Private Placement Legend or Common Stock Private Placement Restricted Note Legend, as applicable, and agrees that it will transfer such security Note only as provided in this Indenture and as permitted by applicable law. . (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15 2.13 or this Section 2.16 in accordance with its customary document retention policies2.14. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time during normal hours of operation of the Registrar upon the giving of reasonable written notice to the Registrar. (d) The Company may, to the extent permitted by law, purchase the Securities in the open market or by tender offer at any price or by private agreement without giving prior notice to Holders. The Company may, at its option, surrender to the Trustee for cancellation any Securities the Company purchases in this manner. Securities surrendered to the Trustee for cancellation may not be reissued or resold and shall be promptly cancelled pursuant to Section 2.11.