Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. (a) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of DTC or to a successor of DTC or such successor’s nominee. (b) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchangesexchanges and subject to the other terms and conditions of this Article II, the Company shall will execute and upon Company Order the Trustee shall will authenticate Notes at the Registrar's ’s or co-Registrar’s written request. . (i) No service charge shall be made to a Holder for any registration of transfer or exchange of the Notesexchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments or other similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Section 2.113.7, 3.07 Section 3.22, Section 5.1 or 9.04Section 9.6). . (ii) The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note during for a period beginning at the opening of business beginning: (1) 15 days before the day of the mailing of a notice of redemption of an offer to repurchase or redeem Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, mailing or (ii2) 15 days before an Interest Payment Date and ending on such Interest Payment Date. (iii) Prior to register the due presentation for registration of transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07Note, the Global Notes Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not be transferred except as a whole by the Depositary to a nominee such Note is overdue, and none of the Depositary Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar shall be affected by the nominee of the Depositary notice to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if contrary. (Aiv) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange pursuant to the terms of Notes this Indenture shall evidence the same debt and shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. (c) The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Article II. 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.

Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note being transferred for registration of transfer. When a Note is presented to the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 3.06, 3.09, 4.10, 4.15 or 9.049.05 hereof). . (b) The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if . (Ac) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption under Section 3.03 hereof and ending at the close of business on such day, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (e) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent or the person on whose behalf the Global Note is held) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of beneficial interest in such Global Note shall be required to be reflected in a book entry. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Paying Agent, the Registrar and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Paying Agent, the Registrar or the Company shall be affected by notice to the contrary. (g) None of the Company, the Trustee, any agent of the Company or the Trustee (including any Paying Agent or Registrar) will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interest 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.

Transfer and Exchange. When Notes are (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer thereof or to exchange them such Security for an equal principal amount of Notes Securities of other authorized denominations, the such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made upon surrender of any Security for any registration of transfer or exchange of the Notesat an office or agency maintained pursuant to Section 2.03(a), but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable that may be imposed in connection therewith (other than relation thereto; provided that this sentence shall not apply to any such transfer taxes or other similar governmental charge payable upon exchanges exchange pursuant to Section Sections 2.11, 3.07 2.13(a), 4.02(d) or 9.04). The 11.06. (b) Neither the Company, any Registrar nor the Trustee shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption Securities or portions thereof in whole or respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may thereof not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; purchased). (Bc) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes Securities issued upon any transfer or exchange of Notes Securities shall be valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Notes Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (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 Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note being transferred for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 3.06, 3.09, 4.10, 4.15 or 9.049.05 hereof). . (b) The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if . (Ac) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption under Section 3.03 hereof and ending at the close of business on such day, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (c) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. (e) Any holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent or the person on whose behalf the Global Note is held) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of beneficial interest in such Global Note shall be required to be reflected in a book entry. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Paying Agent, the Registrar and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Paying Agent, the Registrar or the Company shall be affected by notice to the contrary. (g) None of the Company, the Trustee, any agent of the Company or the Trustee (including any Paying Agent or Registrar) will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interest 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.

Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note being transferred for registration of transfer. When a Note is presented to the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.112.10, 3.07 3.06, 3.09, 4.10, 4.15 or 9.049.05 hereof). . (b) The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if . (Ac) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The Company shall not be required (i) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption under Section 3.03 hereof and ending at the close of business on such day, (ii) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (iii) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (e) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent or the person on whose behalf the Global Note is held) or (ii) any Holder of a beneficial interest in such Global Note, and that ownership of beneficial interest in such Global Note shall be required to be reflected in a book entry. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Paying Agent, the Registrar and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Paying Agent, the Registrar or the Company shall be affected by notice to the contrary. (g) None of the Company, the Trustee, any agent of the Company or the Trustee (including any Paying Agent or Registrar) will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interest 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.

Transfer and Exchange. When Notes Subject to Sections 2.16 and 2.17, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange them such Securities for an equal principal amount of Notes Securities of other authorized denominations, the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes Securities at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 or 9.04)therewith. The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note Security (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 Securities and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note Security being redeemed in part, and (iii) during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer if such Security is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn. Except as set forth Any Holder of a beneficial interest in this Section 2.07a Global Security shall, the by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes Securities may not be transferred except as effected only through a whole book-entry system maintained by the Depositary to Holder of such Global Security (or its agent), and that ownership of a nominee of beneficial interest in the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes Security shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases required to be reflected in a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook-entry system.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 of this Indenture or at the Registrar's ’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchange (other than pursuant to Section 2.07 of the Notesthis Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 9.043.06, 4.10, 4.15 and 9.05 of this Indenture). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 of this Indenture and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02 of this Indenture, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. When Subject to the provisions of Sections 2.15 and 2.16 hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.07 or 9.049.06 hereof, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days Business Days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange Holder of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Global Notes to or as directed may be effected only through a book entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Note shall be valid obligations required to be reflected in a book entry in accordance with the applicable procedures of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeDepository.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 9.043.06, 3.09, 4.15, 4.16 and 9.05 of this Indenture). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) None of the Company, the Transfer Agent and the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to ‎Section 4.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Registrar or such other office specified by the Company. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 and Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission (provided that such electronic transmission shall be in the form of a pdf file of a document executed by the required Person). (j) All transfers and exchanges of any Note shall be subject to the provisions set forth in Appendix A. The Trustee and the Registrar shall be entitled to receive such evidence as may be reasonably requested by it to establish the identity and/or signatures of any transferee or transferor. (k) The Company is not required to transfer or exchange any Note selected for redemption.

Transfer and Exchange. (a) When Notes in certificated form are presented to the Registrar or a co-Registrar with a request from the Holder thereof to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar, as the case may be, shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes -------- ------- surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, or co-Registrar, as the case may be, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute by manual or facsimile signature and issue, and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar's or co-Registrar's request, as the case may be. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.02, 3.07 2.07, 2.10 or 9.048.05). The Registrar shall not be required . (ib) to issue, register the transfer Notwithstanding any other provision of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.072.06, the a Global Notes Note representing a Book-Entry Note may not be transferred in whole except as a whole by the Depositary Depository to a nominee of the Depositary Depository or by the a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or by the nominee of the Depositary Depository or by the Depositary of any such nominee to a successor of the Depositary depository or a nominee of each successor. such successor depository. (c) Notwithstanding the foregoing, no Global Notes Note shall be exchangeable registered for corresponding Certificated Securities registered transfer or exchange, or authenticated and delivered, whether pursuant to this Section 2.06, Section 2.07 or 2.10 or otherwise, in the name of persons a person other than the Depositary if (A) the Depositary Depository for such Global Note or its nominee until (i) the Depository notifies the Company that it is unwilling or unable to continue to act as Depositary Depository for any of the such Global Notes Note or (ii) if at any time the Depository ceases to be a clearing agency registered under the Exchange Act andAct, in either case, and a successor Depositary depository is not appointed by the Company within 120 days after thirty (30) days, (ii) the date of Company executes and delivers to the Trustee a Company Order that all such notice from the Depositary; Global Notes shall be exchangeable or (Biii) there shall have occurred and be continuing an Event of Default with respect to the Notes; Default. (d) Except as provided above, any Note authenticated and delivered upon registration of transfer or, or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a for, or in lieu of, any Global Note Note, whether pursuant to this Section 2.06, Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants 2.10 or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall also be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangea Global Note.

Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with Appendix A. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's ’s or co-Registrar’s request. No service charge shall be made imposed by the Company, the Trustee or any Agent for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 or 9.04)therewith. The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing delivery of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailingdelivery, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, or (iii) during a Change of Control Offer if such Note is validly tendered pursuant to such Change of Control Offer and not validly withdrawn. Except as set forth Any Holder of a beneficial interest in this Section 2.07a Global Note shall, the by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may not be transferred except as effected only through a whole book-entry system maintained by the Depositary to a nominee Holder of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registeredbook-entry system. All Notes issued upon any transfer or exchange pursuant to the terms of Notes this Indenture shall evidence the same debt and shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. (a) The Securities shall be issued in registered form and shall be transferable only in compliance with Appendix A and upon the surrender of a Security for registration of transfer. When Notes a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-Registrar registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met. . (b) To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notes, but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange pursuant to Section 2.11, 3.07 or 9.04)this Section. The Registrar Company shall not be required (i) to issue, make and the Registrar need not register the transfer or exchanges of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so Securities selected for redemption in whole or accordance with the terms of this Indenture (except, in the case of Securities to be redeemed in part, except the unredeemed portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or any Securities for a period of 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Note being redeemed in part. Except as set forth in this Section 2.07Security, the Global Notes Company, the Subsidiary Guarantors, the Trustee, the Paying Agent and the Registrar may not be transferred except deem and treat the Person in whose name a Security is registered as a whole by the Depositary absolute owner of such Security for the purpose of receiving payment of principal of and (subject to a nominee paragraph 2 of the Depositary Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or by the nominee not such Security is overdue, and none of the Depositary Company, any Subsidiary Guarantor, the Trustee, the Paying Agent, or the Registrar shall be affected by notice to the Depositary contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or another nominee its agent) or (b) any Holder of the Depositary or by the nominee a beneficial interest in such Global Security, and that ownership of the Depositary or by the Depositary of any a beneficial interest in such nominee to a successor of the Depositary or a nominee of each successor. Global Notes Security shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases required to be reflected in a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registeredbook entry. All Notes Securities issued upon any transfer or exchange pursuant to the terms of Notes this Indenture shall evidence the same Indebtedness and shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes Securities surrendered upon such transfer or exchange.

Transfer and Exchange. When Subject to the provisions of Section 2 of Appendix A, when Notes are presented to the Registrar or a co-Registrar registrar with a request to register the a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements requirements, including, without limitation, compliance with Appendix A, for such transactions transaction are met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder of such Note or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate authenticate, Notes at the Registrar's ’s request. The Trustee shall notify the Company of all such registered transfers and exchanges contemporaneously with the occurrence of such transfer or exchange. Neither the Company nor the Registrar shall be required to issue, register the transfer of or exchange any Note (i) during a period beginning at the opening of business 15 days before the day of the delivery of notice of any redemption from the Company and ending at the close of business on the day the notice of redemption is sent to Holders, (ii) selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part may be transferred or exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon exchanges exchange pursuant to Section 2.112.10, 3.07 or 9.04, which the Company shall pay). The Registrar shall not be required (i) Prior to issue, register the due presentment for registration of transfer of or exchange any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note during a period beginning at is registered as the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day absolute owner of such mailing, Note (whether or (ii) to register the transfer of or exchange any not such Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name overdue and notwithstanding any notation of persons ownership or other writing on such Note made by anyone other than the Depositary Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if (A) any, and interest on, such Note and for all other purposes, and notice to the Depositary (i) notifies contrary shall not affect the Company that it is unwilling Trustee, any Agent or unable to continue to act as Depositary for any the Company. Any Holder of the Global Notes or Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system (iias described in Section 2.1(b) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed of Appendix A) maintained by the Company within 120 days after the date of such notice from the Depositary; depository (B) there shall have occurred or its agent), and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange ownership of a Global Note for Certificated Notes without coupons, beneficial interest in authorized denominations, such the Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook entry.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 9.043.06, 3.09, 4.15, 4.16 and 9.05). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail or deliver in accordance with the Applicable Procedures, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. When Notes (a) Subject to the provisions of Sections 2.14 and 2.15, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange them such Securities for an equal principal amount of Notes Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes Securities at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.2, 3.07 2.10, 3.6, 4.17, 4.18 or 9.049.5). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note Security (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 Securities and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note Security being redeemed in part, and (iii) during a Change of Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Except as set forth A Global Security may be transferred, in whole but not in part, in the manner provided in this Section 2.072.6(a), the Global Notes may not be transferred except as a whole by the Depositary only to a nominee of the Depositary Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the nominee of the Depositary Issuer, or to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. such successor Depository. (b) If at any time the Depository for the Global Notes shall be exchangeable for corresponding Certificated Security or Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company Issuer that it is unwilling or unable to continue to act as Depositary Depository for any of such Global Security or Securities or the Global Notes or (ii) at any time ceases Issuer becomes aware that the Depository has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, the Issuer shall appoint a successor Depositary is Depository with respect to such Global Security or Securities. If a successor Depository for such Global Security or Securities has not been appointed by the Company within 120 90 days after the date Issuer receives such notice or become aware of such notice from ineligibility, the Depositary; (B) there Issuer shall have occurred execute, and be continuing the Trustee, upon receipt of an Event Officers’ Certificate for the authentication and delivery of Default with respect Securities, shall authenticate and make available for delivery, Securities in definitive form, in an aggregate principal amount at maturity equal to the Notes; principal amount at maturity of the Global Security representing such Securities, in exchange for such Global Security. The Issuer shall reimburse the Registrar, the Depository and the Trustee for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Issuer may at any time and in their sole discretion determine that the Securities shall no longer be represented by such Global Security or (C) Global Securities. In such event the Company delivers Issuer will execute, and the Trustee, upon receipt of a written order for the authentication and delivery of individual Securities in exchange in whole or in part for such Global Security or Global Securities, will authenticate and make available for delivery individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Global Securities in exchange for such Global Security or Global Securities. In any exchange provided for in any of the preceding two paragraphs, the Issuer will execute and the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be will authenticate and make available for delivery individual Securities in definitive registered form in such names and in such denominations as the Depositary shall requestauthorized denominations. Upon the exchange of a Global Note Security for Certificated Notes without coupons, in authorized denominationsindividual Securities, such Global Note Security shall be cancelled by the Trustee. Certificated Notes Securities issued in exchange for a Global Note Security pursuant to this Section 2.07 2.6(b) shall be registered in such names and in such authorized denominations as the Depositary Depository for such Global NoteSecurity, pursuant to instructions from its Direct direct or Indirect Participants indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver make available for delivery such Notes Securities to or as directed by the Persons in whose names such Notes Securities are so registered. All Notes issued upon Neither the Issuer, the Trustee, any transfer Paying Agent or exchange of Notes shall be valid obligations the Registrar will have any responsibility or liability for any aspect of the Companyrecords relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, evidencing the same debt, and entitled supervising or reviewing any records relating to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebeneficial ownership interests.

Transfer and Exchange. When Notes of a Series are presented to the Registrar or a co-Registrar with a request to register the a transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsthe same Series, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute execute, and the Trustee Trustee, upon a Company Order, shall authenticate Notes at the Registrar's requestauthenticate, Notes. No service charge shall be made for any registration of transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company may require payment from the transferring or exchanging Holder, as the case may be, of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 3.06 or 9.04). The Registrar Neither the Company nor the Trustee shall not be required (ia) to issue, register the transfer of of, or exchange Notes of any Note during a Series for the period beginning at the opening of business 15 30 days before the day of immediately preceding the mailing of a notice of redemption of Notes of that Series selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (iib) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Notes selected, called or being called for redemption in part. All Notes presented or surrendered for exchange or registration of transfer, as provided in this Section 2.08, shall be valid obligations accompanied by a written instrument or instruments of the Company, evidencing the same debt, and entitled transfer satisfactory to the same benefits under Company and the Trustee, duly executed by the registered Holder or by such Holder’s duly authorized attorney in writing and, if necessary, by the transferee or such transferee’s duly authorized attorney in writing. The provisions of this IndentureSection 2.08 are, as the Notes surrendered upon such transfer or exchangewith respect to any Global Note, subject to Section 2.14 hereof.

Transfer and Exchange. (a) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of DTC or to a successor of DTC or such successor's nominee. (i) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchangesexchanges and subject to the other terms and conditions of this Article II, the Company shall will execute and upon Company Order the Trustee shall will authenticate Notes at the Registrar's or co-Registrar's written request. . (ii) No service charge shall be made to a Holder for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments or other similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Section 2.113.8, 3.07 3.11, 5.1 or 9.049.5). . (iii) The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note during for a period beginning at the opening of business beginning: (1) 15 days before the day of the mailing of a notice of redemption of an offer to repurchase or redeem Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, mailing or (ii2) 15 days before an Interest Payment Date and ending on such Interest Payment Date. (iv) Prior to register the due presentation for registration of transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07Note, the Global Notes Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not be transferred except as a whole by the Depositary to a nominee such Note is overdue, and none of the Depositary Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar shall be affected by the nominee of the Depositary notice to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if contrary. (Av) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange pursuant to the terms of Notes this Indenture shall evidence the same debt and shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange. (c) The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Article II. 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.

Transfer and Exchange. When Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes (and each of the Guarantors shall execute a Guarantee thereon) at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Securities (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.15, 4.16 or 9.049.06, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any Any Holder of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act andNote shall, in either case, a successor Depositary is not appointed by the Company within 120 days after the date acceptance of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Global Notes to or as directed may be effected only through a book entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry.

Transfer and Exchange. When Subject to the provisions of Section 2.15, when Notes are presented to the Registrar or a co-Registrar registrar with a request to register the a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder of such Note or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate authenticate, Notes at the Registrar's request. The Trustee shall notify the Company of all such registered transfers and exchanges within five Business Days of the occurrence of such transfer or exchange. Neither the Company nor the Registrar shall be required to issue, register the transfer of or exchange any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of notice of any redemption from the Company and ending at the close of business on the day the notice of redemption is sent to Holders, (ii) selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part may be transferred or exchanged, and (iii) during any Change of Control Offer or Special Offer or Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Special Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon exchanges exchange pursuant to Section 2.112.10, 3.07 or 9.049.05, which the Company shall pay). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day Any Holder of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day Global Note shall, by acceptance of such mailingGlobal Note, or agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system (iias described in Section 2.15) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole maintained by the Depositary to (or its agent), and that ownership of a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered beneficial interest in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook entry.

Transfer and Exchange. When Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes -------- ------- presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes (and each of the Guarantors shall execute a Guarantee thereon) at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Securities (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.15, 4.16 or 9.049.06, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any Any Holder of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act andNote shall, in either case, a successor Depositary is not appointed by the Company within 120 days after the date acceptance of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Notes to or as directed Global Note may be effected only through a book entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.112.10, 3.07 or 9.043.06, 4.11 and 9.05). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Trustee shall be required (1) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of sending of a notice of redemption of Notes for redemption under Section 3.02 or the making of an Offer to Purchase and ending at the close of business on the day of such sending, (2) to register the transfer of or to exchange any Note so selected for redemption or subject to purchase in an Offer to Purchase in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or purchased in part or (3) if a redemption or purchase pursuant to an Offer to Purchase is to occur after a Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Record Date and before the date of redemption or purchase. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 and Appendix A to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. When Notes Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.1, when Securities of any series are presented to the Registrar or a co-Registrar with a the request to register the transfer of those Securities or to exchange them those Securities for an equal principal amount of Notes Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such those transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company shall execute Securities (and, if applicable, each Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate Notes such Securities at the Registrar's request’s written request and submission of the Securities (other than Global Securities). No service charge shall be made to a Holder for any registration of transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon on exchanges pursuant to Section 2.112.13, 3.07 5.7 or 9.049.5). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by authenticate Securities in accordance with the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange provisions of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.Section

Transfer and Exchange. When (a) Transfers of Global Securities will be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with the Indenture. If Notes represented by Physical Securities are presented to the Registrar or a co-Registrar with a request from the Holder of such Securities to register the a transfer or to exchange them for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall will register the transfer or make the exchange as requested if its in accordance with the Indenture. (b) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination in accordance with this Supplemental Indenture. The Registrar will promptly register any transfer or exchange that meets the requirements for such transactions are methereof by noting the same in the Notes register maintained by the Registrar. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.6 and Section 2.1(c) and 2.1(d), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depository. (c) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’ and Registrar's ’s written request. . (d) No service charge shall be made to a Holder for any registration of transfer or exchange of the Notesexchange, but the Company and the Trustee may require payment of the Holder to pay a sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments or other similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Section Sections 2.2 or 2.6 of this First Supplemental Indenture or Sections 2.08, 2.11, 3.07 or 9.048.05 of the Base Indenture). . (e) The Registrar Company (and the Registrar) shall not be required (i) to issue, register the transfer of or exchange of any Note during (A) for a period beginning at the opening of business (1) 15 calendar days before the day of the mailing of a notice of redemption of an offer to repurchase or redeem Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, mailing or (ii2) to register the transfer of 15 calendar days before an interest payment date and ending on such interest payment date or exchange any Note so selected (B) called for redemption in whole or in partredemption, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07. (f) Prior to the due presentation for registration of transfer of any Note, the Global Notes Company, the Trustee, the Paying Agent or the Registrar may not be transferred except deem and treat the person in whose name a Note is registered as a whole by the Depositary owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to a nominee paragraph 2 of the Depositary form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or by the nominee exchange of such Note, whether or not such Note is overdue, and none of the Depositary Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if contrary. (Ag) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange pursuant to the terms of Notes this First Supplemental Indenture shall evidence the same debt and shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, First Supplemental Indenture as the Notes surrendered upon such transfer or exchange. (h) Neither the Trustee nor the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. (i) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners 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 First Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee, the Registrar nor any of their respective agents shall have any responsibility for any actions taken or not taken by the Depository.

Transfer and Exchange. When Notes (a) Subject to the provisions of Sections 2.14 and 2.15, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange them such Securities for an equal principal amount of Notes Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes Securities at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.02, 3.07 2.10, 3.06, 4.16, 4.17 or 9.049.06). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note Security (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 Securities and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note Security being redeemed in part, and (iii) during a Change of Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Except as set forth A Global Security may be transferred, in whole but not in part, in the manner provided in this Section 2.072.06(a), the Global Notes may not be transferred except as a whole by the Depositary only to a nominee of the Depositary Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the nominee of the Depositary Issuers, or to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. such successor Depository. (b) If at any time the Depository for the Global Notes shall be exchangeable for corresponding Certificated Security or Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary Depository for any of such Global Security or Securities or the Global Notes or (ii) at any time ceases Issuers become aware that the Depository has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, the Issuers shall appoint a successor Depositary is Depository with respect to such Global Security or Securities. If a successor Depository for such Global Security or Securities has not been appointed by the Company within 120 90 days after the date Issuers receive such notice or become aware of such notice from ineligibility, the Depositary; (B) there Issuers shall have occurred execute, and be continuing the Trustee, upon receipt of an Event Officers’ Certificate for the authentication and delivery of Default with respect Securities, shall authenticate and make available for delivery, Securities in definitive form, in an aggregate principal amount at maturity equal to the Notes; principal amount at maturity of the Global Security representing such Securities, in exchange for such Global Security. The Issuers shall reimburse the Registrar, the Depository and the Trustee for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Issuers may at any time and in their sole discretion determine that the Securities shall no longer be represented by such Global Security or (C) Securities. In such event the Company delivers Issuers will execute, and the Trustee, upon receipt of a written order for the authentication and delivery of individual Securities in exchange in whole or in part for such Global Security or Securities, will authenticate and make available for delivery individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities in exchange for such Global Security or Securities. In any exchange provided for in any of the preceding two paragraphs, the Issuers will execute and the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be will authenticate and make available for delivery individual Securities in definitive registered form in such names and in such denominations as the Depositary shall requestauthorized denominations. Upon the exchange of a Global Note Security for Certificated Notes without coupons, in authorized denominationsindividual Securities, such Global Note Security shall be cancelled by the Trustee. Certificated Notes Securities issued in exchange for a Global Note Security pursuant to this Section 2.07 2.06 shall be registered in such names and in such authorized denominations as the Depositary Depository for such Global NoteSecurity, pursuant to instructions from its Direct direct or Indirect Participants indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver make available for delivery such Notes Securities to or as directed by the Persons in whose names such Notes Securities are so registered. All Notes issued upon Neither the Issuers, the Trustee, any transfer Paying Agent or exchange of Notes shall be valid obligations the Registrar will have any responsibility or liability for any aspect of the Companyrecords relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, evidencing the same debt, and entitled supervising or reviewing any records relating to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebeneficial ownership interests.

Transfer and Exchange. When Seven-Year Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Seven-Year Notes or to exchange them such Seven-Year Notes for an equal principal amount of Seven-Year Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; PROVIDED, HOWEVER, that the Seven-Year Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company Alderwoods shall execute and the Trustee shall authenticate Seven-Year Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer transfer, exchange or exchange of the Notesredemption, but the Company Alderwoods may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11, Sections 3.07 or 9.049.05). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Seven-Year Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Seven-Year Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article 3, except the unredeemed portion of any Seven-Year Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any Any Holder of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act andNote shall, in either case, a successor Depositary is not appointed by the Company within 120 days after the date acceptance of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Notes to or as directed Global Note may be effected only through a book-entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Seven-Year Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry.

Transfer and Exchange. When Notes are presented to (a) Upon surrender for registration of transfer of any Note at the Registrar office or a coagency of the Registrar, if the requirements of Section 2.8(f) and Section 8-Registrar with a request to register 401(a) of the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions UCC are met. To permit registrations of transfers and exchanges, the Company HVF shall execute and after HVF has executed, the Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Class and a like Initial Principal Amount. At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series and Class in authorized denominations of like Initial Principal Amount, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, HVF shall execute and after HVF has executed, the Trustee shall authenticate and deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive. (b) Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Trustee may require. HVF shall execute and deliver to the Trustee or the Registrar's request. No service charge shall be made for , as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes. (c) All Notes issued upon any registration of transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the CompanyHVF, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The preceding provisions of this Section 2.8 notwithstanding, the Trustee or the Registrar, as the case may be, shall not be required to register the transfer or exchange of any Note of any Series for a period of 15 days preceding the due date for payment in full of the Notes of such Series. (e) Unless otherwise provided in the applicable Series Supplement, no service charge shall be payable for any registration of transfer or exchange of Notes, but HVF or the Registrar may require payment by the Noteholder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes. (f) Unless otherwise provided in the applicable Series Supplement, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be set forth in the applicable Series Supplement) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.13, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series, or to a successor Clearing Agency for such Series selected or approved by HVF or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.12. (g) If the Notes are listed on the Luxembourg Stock Exchange, the Trustee or the Luxembourg Agent, as the case may be, shall send to HVF upon any transfer or exchange of any Note information reflected in the copy of the register for the Notes maintained by the Registrar or the Luxembourg Agent, as the case may be.

Transfer and Exchange. When Notes (a) Subject to Sections 2.16 and 2.17 where Securities are presented to the Registrar or a co-Registrar registrar with a request to register the transfer thereof or to exchange them for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Securityholder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute issue and the Trustee shall authenticate Notes Securities at the Registrar's request. . (b) The Company and the Registrar shall not be required (i) to issue, to register the transfer of or to exchange Securities during a period beginning at the opening of business on a Business Day 15 days before the day of any selection of Securities for redemption pursuant to Article 3 and ending at the close of business on the day of selection, (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to register the transfer or exchange of a Security between the Record Date and the next succeeding Interest Payment Date. (c) No service charge shall be made for any registration of a transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company may require payment by the Securityholder of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon exchanges pursuant to Section 2.112.10, 3.07 3.6 or 9.049.5). The Registrar shall not be required . (id) to issue, register the transfer Any Holder of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any either of the Global Notes or (ii) at any time ceases to shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed book entry system maintained by the Company within 120 days after the date Holder of such notice from the Depositary; Global Note (B) there shall have occurred or its agent), and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange ownership of a Global Note for Certificated Notes without coupons, beneficial interest in authorized denominations, such the Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook entry.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Notes Securities of any series are presented to the Registrar or a co-Registrar with a the request to register the transfer of such Securities or to exchange them such Securities for an equal principal amount of Notes Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company Partnership, the Guarantor and the Subsidiary Guarantors shall execute and the Trustee shall authenticate Notes Securities at the Registrar's requestwritten request and submission of the Securities or Global Securities. No service charge shall be made to a Holder for any registration of transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company Partnership may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.07 or 9.049.05). The Registrar Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Partnership shall not be required (i) to issue, register the transfer of or exchange of (a) any Note Security selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Security being redeemed in part, or (b) any Security during a the period beginning at the opening of business 15 days before the day of Business Days prior to the mailing of a notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Notes selected for redemption under Section 3.03 Securities of a series to be redeemed and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When Notes (a) Subject to the provisions of Sections 2.14 and 2.15, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange them such Securities for an equal principal amount of Notes Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Notes Securities at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.2, 3.07 2.10, 3.6, 4.16, 4.17 or 9.049.6). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note Security (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 Securities and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note Security being redeemed in part, and (iii) during a Change of Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Except as set forth A Global Security may be transferred, in whole but not in part, in the manner provided in this Section 2.072.6(a), the Global Notes may not be transferred except as a whole by the Depositary only to a nominee of the Depositary Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the nominee of the Depositary Issuers, or to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. such successor Depository. (b) If at any time the Depository for the Global Notes shall be exchangeable for corresponding Certificated Security or Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company Issuers that it is unwilling or unable to continue to act as Depositary Depository for any of such Global Security or Securities or the Global Notes or (ii) at any time ceases Issuers become aware that the Depository has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, the Issuers shall appoint a successor Depositary is Depository with respect to such Global Security or Securities. If a successor Depository for such Global Security or Securities has not been appointed by the Company within 120 90 days after the date Issuers receive such notice or become aware of such notice from ineligibility, the Depositary; (B) there Issuers shall have occurred execute, and be continuing the Trustee, upon receipt of an Event Officers’ Certificate for the authentication and delivery of Default with respect Securities, shall authenticate and make available for delivery, Securities in definitive form, in an aggregate principal amount at maturity equal to the Notes; principal amount at maturity of the Global Security representing such Securities, in exchange for such Global Security. The Issuers shall reimburse the Registrar, the Depository and the Trustee for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Issuers may at any time and in their sole discretion determine that the Securities shall no longer be represented by such Global Security or (C) Securities. In such event the Company delivers Issuers will execute, and the Trustee, upon receipt of a written order for the authentication and delivery of individual Securities in exchange in whole or in part for such Global Security or Securities, will authenticate and make available for delivery individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities in exchange for such Global Security or Securities. In any exchange provided for in any of the preceding two paragraphs, the Issuers will execute and the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be will authenticate and make available for delivery individual Securities in definitive registered form in such names and in such denominations as the Depositary shall requestauthorized denominations. Upon the exchange of a Global Note Security for Certificated Notes without coupons, in authorized denominationsindividual Securities, such Global Note Security shall be cancelled by the Trustee. Certificated Notes Securities issued in exchange for a Global Note Security pursuant to this Section 2.07 2.6(b) shall be registered in such names and in such authorized denominations as the Depositary Depository for such Global NoteSecurity, pursuant to instructions from its Direct direct or Indirect Participants indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver make available for delivery such Notes Securities to or as directed by the Persons in whose names such Notes Securities are so registered. All Notes issued upon Neither the Issuers, the Trustee, any transfer Paying Agent or exchange of Notes shall be valid obligations the Registrar will have any responsibility or liability for any aspect of the Companyrecords relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, evidencing the same debt, and entitled supervising or reviewing any records relating to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebeneficial ownership interests.

Transfer and Exchange. When Subordinated Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or of such Subordinated Notes, to exchange them such Subordinated Notes for an equal principal amount of Subordinated Notes of other authorized denominationsdenominations or to convert such Subordinated Notes, the Registrar or co-Registrar shall register the transfer or make the exchange or conversion as requested if its requirements for such transactions transaction are met; PROVIDED, HOWEVER, that the Subordinated Notes surrendered for transfer or exchange or conversion shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar, or in the case of a conversion, notice of conversion substantially in the form attached to the Subordinated Note or such other notice that is acceptable to Alderwoods, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company Alderwoods shall execute and the Trustee shall authenticate Subordinated Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer transfer, exchange or exchange of the Notesredemption, but the Company Alderwoods may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11, Sections 3.07 or 9.049.05). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Subordinated Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Subordinated Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article 3, except the unredeemed portion of any Subordinated Note being redeemed in part, and (iii) surrendered for conversion pursuant to Article 14. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any Any Holder of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act andNote shall, in either case, a successor Depositary is not appointed by the Company within 120 days after the date acceptance of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Notes to or as directed Global Note may be effected only through a book-entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Subordinated Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry.

Transfer and Exchange. When Notes are (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer thereof or to exchange them such Security for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its requirements for such transactions are metattorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Notes Securities of a like aggregate principal amount at the Registrar's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchange of the Noteswithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith (other than relation thereto, and provided, that this sentence shall not apply to any such transfer taxes or other similar governmental charge payable upon exchanges exchange pursuant to Section 2.112.7, 3.07 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 9.04)11.5. The Neither the Company, any Registrar nor the Trustee shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Note during Securities for a period beginning at the opening of business 15 days before the day of the next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or a Security in part, except the unredeemed portion not to be redeemed) or (c) any Securities or portions thereof in respect of any Note being redeemed which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part. Except as set forth in this Section 2.07, the Global Notes may portion not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registeredpurchased). All Notes Securities issued upon any transfer or exchange of Notes Securities shall be valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits benefits, and under identical terms under this Indenture, as the Notes Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. When Subject to Sections 2.15 and 2.16 when Notes are presented to the Registrar or a co-Registrar registrar with a request to register the a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder of such Note or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate authenticate, Notes at the Registrar's request. The Trustee shall notify the Company of all such registered transfers and exchanges. Neither the Company nor the Registrar shall be required to issue, register the transfer of or exchange any Note (i) during a period beginning at the opening of business on the day that the Trustee receives notice of any redemption from the Company and ending at the close of business on the day the notice of redemption is sent to Holders, (ii) selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part may be transferred or exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon exchanges exchange pursuant to Section 2.112.10, 3.07 3.06 or 9.049.05, which the Company shall pay). The Registrar shall not be required (i) Prior to issue, register the due presentment for registration of transfer of or exchange any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note during a period beginning at is registered as the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day absolute owner of such mailing, Note (whether or (ii) to register the transfer of or exchange any not such Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name overdue and notwithstanding any notation of persons ownership or other writing on such Note made by anyone other than the Depositary Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary any, and interest on, such Note and for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act andall other purposes, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such and notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes contrary shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by not affect the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct any Agent or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made for imposed on any Holder by the Company, any Guarantor, the Trustee or the Registrar in connection with any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 3.06, 4.15, 4.16 and 9.04). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with an Offer to Purchase under Section 4.15 or Section 4.16, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium and Additional Amounts, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.01, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. When Notes Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.01, when Securities of any series are presented to the Registrar or a co-Registrar with a the request to register the transfer of those Securities or to exchange them those Securities for an equal principal amount of Notes Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such those transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company shall execute Securities (and, if applicable, each Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate Notes such Securities at the Registrar's request’s written request and submission of the Securities (other than Global Securities). No service charge shall be made to a Holder for any registration of transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon on exchanges pursuant to Section 2.112.13, 3.07 Section 5.07 or 9.04Section 9.05). The Registrar Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required (i) to issue, register the transfer of or exchange of (a) any Note Security selected for redemption in whole or in part pursuant to Article V, except the unredeemed portion of any Security being redeemed in part or (b) any Security during a the period beginning at the opening of business 15 days Business Days before the day of the mailing of a notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Notes selected for redemption under Section 3.03 Securities of a series to be redeemed and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangemailing.

Transfer and Exchange. (a) When Notes Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange them such Securities for an equal principal amount of Notes Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes Securities at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.2, 3.07 2.7, 2.10, 3.6, 5.15, 5.16 or 9.0410.5). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note Security (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 Securities and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note Security being redeemed in part. Except as set forth A Global Security may be transferred, in whole but not in part, in the manner provided in this Section 2.072.6(a), the Global Notes may not be transferred except as a whole by the Depositary only to a nominee of the Depositary Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the nominee of the Depositary Company, or to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. such successor Depository. (b) If at any time the Depository for the Global Notes shall be exchangeable for corresponding Certificated Security or Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary Depository for any of such Global Security or Securities or the Global Notes or (ii) at any time ceases Company becomes aware that the Depository has ceased to be a clearing agency registered under the Exchange Act andAct, in either case, the Company shall appoint a successor Depositary is Depository with respect to such Global Security or Securities. If a successor Depository for such Global Security or Securities has not been appointed by the Company within 120 days after the date Company receives such notice or becomes aware of such notice from ineligibility, the Depositary; (B) there Company shall have occurred execute, and be continuing the Trustee, upon receipt of an Event Officers' Certificate for the authentication and delivery of Default with respect Securities, shall authenticate and deliver, Securities in definitive form, in an aggregate principal amount at maturity equal to the Notes; principal amount at maturity of the Global Security representing such Securities, in exchange for such Global Security. The Company shall reimburse the Registrar, the Depository and the Trustee for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Company may at any time and in its sole discretion determine that the Securities shall no longer be represented by such Global Security or (C) Securities. In such event the Company delivers will execute, and the Trustee, upon receipt of a written order for the authentication and delivery of individual Securities in exchange in whole or in part for such Global Security or Securities, will authenticate and deliver individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities in exchange for such Global Security or Securities. In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be will authenticate and deliver individual Securities in definitive registered form in such names and in such denominations as the Depositary shall requestauthorized denominations. Upon the exchange of a Global Note Security for Certificated Notes without coupons, in authorized denominationsindividual Securities, such Global Note Security shall be cancelled by the Trustee. Certificated Notes Securities issued in exchange for a Global Note Security pursuant to this Section 2.07 2.6(b) shall be registered in such names and in such authorized denominations as the Depositary Depository for such Global NoteSecurity, pursuant to instructions from its Direct direct or Indirect Participants indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes Securities to or as directed by the Persons persons in whose names such Notes Securities are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations None of the Company, evidencing the same debtTrustee, and entitled any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to the same benefits under this Indentureor payments made on account of beneficial ownership interests of a Global Security or for maintaining, as the Notes surrendered upon supervising or reviewing any records relating to such transfer or exchangebeneficial ownership interests.

Transfer and Exchange. When (a) Subject to Section 2.17 and Section 2.18, when Notes are presented to the Security Registrar or a co-Security Registrar with a request to register the transfer of such securities or to exchange them such securities for an equal principal amount of Notes of other authorized denominations, the Security Registrar or co-Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or co-Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Security Registrar's ’s or co-Security Registrar’s written request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. (other than any such transfer taxes b) The Security Registrar or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 or 9.04). The co-Security Registrar shall not be required to issue, or to register the transfer or exchange of, any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice Notice of redemption of Notes selected for redemption under Redemption pursuant to Section 3.03 11.04 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article 11, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if . (Ac) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange pursuant to the terms of Notes this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The Trustee shall authenticate Notes in accordance with the provisions of Section 2.06 hereof. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (f) Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Depository, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry system.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 9.043.06 and 4.11). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Trustee shall be required (1) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of sending of a notice of redemption of Notes for redemption under Section 3.02 or the making of an Offer to Purchase and ending at the close of business on the day of such sending, (2) to register the transfer of or to exchange any Note so selected for redemption or subject to purchase in an Offer to Purchase in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or purchased in part or (3) if a redemption or purchase pursuant to an Offer to Purchase is to occur after a Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Record Date and before the date of redemption or purchase. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest, subject to Section 2.12, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall, upon receipt of an Authentication Order authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency of the Company designated pursuant to Section 4.02. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall upon receipt of an Authentication Order, authenticate, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02.

Transfer and Exchange. When (a) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6 until the Notes are presented have matured and been paid in full. 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 regular business hours upon the giving of reasonable prior written notice to the Registrar or a co-Registrar Registrar. (b) The following obligations with a request respect to register the transfer or to exchange them for an equal principal amount transfers and exchanges of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. apply: (i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall upon receipt of a Company Order, authenticate Definitive Notes and Global Notes at the Registrar's ’s request. . (ii) No service charge shall be made to a Holder for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments or other similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Section 2.11, 3.07 or 9.043.6). . (iii) The Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note during (A) for a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption any selection of Notes selected for redemption under Section 3.03 repurchase and ending at the close of business on the day notice of such mailing, repurchase is deemed to have been given to all Holders of Notes to be so repurchased or (iiB) to register the transfer of or exchange any Note so selected for redemption repurchase in whole or in part. (iv) Except as provided herein, except prior to the unredeemed portion due presentation for registration of transfer of any Note being redeemed in part. Except as set forth in this Section 2.07Note, the Global Notes Company, the Trustee, Paying Agent, the Conversion Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not be transferred except as a whole by the Depositary to a nominee such Note is overdue, and none of the Depositary Company, the Trustee, the Paying Agent, the Conversion Agent or the Registrar shall be affected by the nominee of the Depositary notice to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if contrary. (Av) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange pursuant to the terms of Notes this Indenture shall evidence the same debt and shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When Subject to the provisions of Sections 2.15 and 2.16 hereof, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.12, 4.15 or 9.048.05 hereof, in which event the Issuer shall be responsible for the payment of such taxes). The Without the prior consent of the Issuer, the Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article 3 hereof, except the unredeemed portion of any Note being redeemed in part, or (iii) between a Record Date and the next succeeding Interest Payment Date. Except as set forth Any holder of a beneficial interest in this Section 2.07a Global Note shall, the by acceptance of such interest, agree that transfers of beneficial interests in such Global Notes may not be transferred except as effected only through a whole book-entry system maintained by the Depositary to Depository (or its agent), and that ownership of a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered beneficial interest in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook-entry format.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company Issuer may require payment of a sum sufficient Holders to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 3.06, 4.15, 4.16 and 9.04). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Issuer nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 10 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail or deliver in accordance with the Applicable Procedures, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. When Subject to the provisions of Sections 2.14 and 2.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requested; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or such transactions are metHolder’s attorney duly authorized in writing, and such other documents as the Registrar or Co-Registrar may reasonably require. To permit registrations of transfers and exchanges, the Company shall execute execute, issue and deliver and the Trustee shall authenticate Notes at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11Sections 2.10, 3.07 2.14, 2.15(e), 3.07, 4.15, 4.19 or 9.04). The Registrar 9.05 not involving any transfer, in which event the Company shall not be required (i) to issue, register responsible for the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day payment of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registeredtaxes). All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this IndentureIndenture and the Note Guarantees, as the Notes surrendered upon such registration of transfer or exchange. The Registrar or co-Registrar shall not be required to register the transfer or exchange of any Note (a) during a period beginning at the opening of business fifteen (15) days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing and (b) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through the Depository, in accordance with this Indenture and the Applicable Procedures.

Transfer and Exchange. When Notes are (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Note is presented to a Registrar, at the Registrar or a co-Registrar office of the Registrar, with a request to register the a transfer thereof or to exchange them such Note for an equal principal amount Principal Amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested requested; provided, however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, an appropriately completed certificate of transfer in the form set forth in Attachment 4 to the Form of Note attached hereto as Exhibit A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its requirements for such transactions are metattorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate Notes of a like aggregate Principal Amount at the Registrar's ’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchange of the Noteswithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith (relation thereto other than any such transfer taxes tax or other similar governmental charge payable upon exchanges any exchange or transfer pursuant to Section 2.112.10, 3.07 or 9.04Section 2.13(a). , Section 3.07, ARTICLE 10 and Section 12.05. (b) The Registrar Company shall not be required (iA) to issue, to register the transfer of or to exchange any Note Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption any selection of Notes selected for redemption repurchase under Section 3.03 3.07 hereof and ending at the close of business on the day of such mailingselection, or (iiB) to register the transfer of or to exchange any Note so selected for redemption repurchase in whole or in part, except the unredeemed unpurchased portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; part or (C) to register the Company delivers transfer of or to exchange a Note between a Regular Record Date and the Trustee a Company Order that next succeeding Interest Payment Date set forth on the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in face of such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. . (c) All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. (e) Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Notes in violation of any provision of this Indenture and/or applicable United States Federal or state securities law. (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 Note (including any transfers between or among Agent Members or book-entry interests) 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) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of Principal of and Interest and any other amounts due on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Transfer and Exchange. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of (a) The Notes of other authorized denominationseach Series shall be issued in registered form and shall be transferable only upon the surrender of a Note (which shall be a Note of the same Series except in the case of a Series I Note Exchange, in which case Series II Notes shall be issued in exchange for the Registrar surrender of all of the Series I Notes, and, in the case of a partial Series I Note Exchange, in which case Series II Notes shall register be issued in exchange for the surrender of a portion of Series I Notes and Series I Notes shall be issued for the remaining portion of Series I Notes) for registration of transfer or make the exchange as requested if its requirements for such transactions are met. and in compliance with Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 3.06, 3.09, 4.15, 4.16 and 9.04). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of All Global Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion Definitive Notes of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes Series issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the CompanyCompany and the Co-Obligor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange (except as expressly provided herein with respect to a Series I Note Exchange). (e) Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note (including in any Series I Note Exchange) during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) (including in any Series I Note Exchange) in connection with a Change of Control Offer or an Asset Disposition Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note (including in any Series I Note Exchange) between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note of any Series at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of the same Series (or, in the case of a Series I Note Exchange, Series II Notes and, in the case of a partial Series I Note Exchange, Series II Notes and Series I Notes) of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes of a Series may be exchanged for other Notes of the same Series (or, in the case of a Series I Note Exchange, for Series II Notes and, in the case of a partial Series I Note Exchange, for Series II Notes and Series I Notes) of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission. (j) Section 2.02(c) hereof shall govern the form and delivery of the Initial Series I Notes and the Initial Series II Notes on the Restatement Effective Date.

Transfer and Exchange. (a) Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of DTC or to a successor of DTC or such successor's nominee. (b) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchangesexchanges and subject to the other terms and conditions of this Article II, the Company shall will execute and upon Company Order the Trustee shall will authenticate Notes at the Registrar's or co-Registrar's written request. . (i) No service charge shall be made to a Holder for any registration of transfer or exchange of the Notesexchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments or other similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Section 2.113.9, 3.07 Section 3.10, Section 3.14, Section 5.1 or 9.04Section 9.6). . (ii) The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note during for a period beginning at the opening of business beginning: (1) 15 days before the day of the mailing of a notice of redemption of an offer to repurchase or redeem Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, mailing or (ii2) 15 days before an Interest Payment Date and ending on such Interest Payment Date. (iii) Prior to register the due presentation for registration of transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07Note, the Global Notes Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not be transferred except as a whole by the Depositary to a nominee such Note is overdue, and none of the Depositary Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar shall be affected by the nominee of the Depositary notice to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if contrary. (Aiv) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange pursuant to the terms of Notes this Indenture shall evidence the same debt and shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. (c) The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. (d) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Article II. 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.

Transfer and Exchange. (a) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met, including the requirements of Section 8-401(a)(1) of the Uniform Commercial Code. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Physical Notes or Global Notes at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.15, 4.16 or 9.049.05, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. (b) When Physical Notes are presented to the Registrar or co-Registrar with a request to register the transfer of such Physical Notes or to exchange such Physical Notes for an equal principal amount of Physical Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Physical Notes surrendered for transfer or exchange: (i) shall be duly endorsed or accompanied by a written instrument or transfer in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing; and (ii) are accompanied by the following additional information and documents, as applicable: (A) if such Physical Notes are being delivered to the Registrar or co-Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or (B) if such Physical Notes are being transferred to the Company, a certification to that effect. (c) A Physical Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below. Except as Upon receipt by the Trustee of a Physical Note, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar or co-Registrar, together with written instructions directing the Trustee to make, or to direct the custodian for the Depository to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Physical Note and cause, or direct the custodian for the Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the custodian for the Depository, the aggregate principal amount of Notes represented by the Global Notes to be increased by the aggregate principal amount of the Physical Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Physical Note so canceled. If no Global Notes are then outstanding and the Global Note has not been previously exchanged for certificated securities pursuant to Section 2.14, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new Global Note in the appropriate principal amount. (d) (a) Any Holder of a Global Note shall, by acceptance of such Global Note agree that transfers of beneficial interest in such Global Note may be effected only through a book-entry system maintained by (x) the Holder of such Global Note (or its agent) or (y) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. (i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the Applicable Procedures of the Depository therefor. A transferor or a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in such Global Note or another Global Note and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred. (ii) Notwithstanding any other provisions of this Article 2 (other than the provisions set forth in this Section 2.072.14), the a Global Notes Note may not be transferred except as a whole except by the Depositary Depository to a nominee of the Depositary Depository or by the a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary Depository or by the nominee of the Depositary Depository or by the Depositary of any such nominee to a successor of the Depositary Depository or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered such successor Depository. (e) At such time as all beneficial interests in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note have either been exchanged for Certificated Notes without couponsPhysical Notes, in authorized denominationstransferred, redeemed, repurchased or canceled, such Global Note shall be cancelled returned by the Depository to the Trustee for cancellation or retained and canceled by the Trustee. Certificated Notes issued At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Physical Notes, transferred in exchange for a an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note pursuant to this Section 2.07 shall be registered in such names reduced and in such authorized denominations as an adjustment shall be made on the Depositary books and records of the Trustee (if it is then the custodian for the Depository for such Global Note) with respect to such Global Note, pursuant by the Trustee or the custodian for the Depository, to instructions from its Direct or Indirect Participants or otherwisereflect such reduction. (f) Prior to the due presentation for registration of transfer of any Note, shall instruct the Company, the Trustee. The Trustee shall deliver such Notes to , the Paying Agent, the Registrar or as directed by the Persons co-Registrar may deem and treat the person in whose names name a Note is registered as the absolute owner of such Notes are so registered. Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or the co-Registrar shall be affected by notice to the contrary. (g) All Notes issued upon any transfer or exchange pursuant to the terms of Notes this Indenture shall evidence the same debt and shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 of this Indenture or at the Registrar's ’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchange (other than pursuant to Section 2.07 of the Notesthis Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.112.10, 3.07 Section 3.06, Section 4.10, Section 4.15 and Section 9.05 of this Indenture). (d) All Global Notes and Definitive Notes issued upon any registration of transfer or 9.04). The exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Issuer nor the Registrar shall not be required (i1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption any selection of Notes selected for redemption under Section 3.03 3.02 of this Indenture and ending at the close of business on the day of such mailingselection, or (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Except part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as set forth in the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to this Section 2.072.06 and in compliance with Appendix A, the Global Notes may not be transferred except as a whole by Issuer shall execute, and the Depositary to a nominee Trustee shall, upon receipt of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered an Authentication Order, authenticate and mail, in the name of persons the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other than Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Depositary if (A) Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Depositary Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A. (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any All certifications, certificates and Opinions of the Global Notes or (ii) at any time ceases Counsel required to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect submitted to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note Registrar pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant 2.06 to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any effect a registration of transfer or exchange of Notes shall may be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer submitted by mail or exchangeby facsimile or electronic transmission.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 3.06, 4.11 and 9.04). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Trustee shall be required (1) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of sending of a notice of redemption of Notes for redemption under Section 3.03 or the making of an Offer to Purchase and ending at the close of business on the day of such sending, (2) to register the transfer of or to exchange any Note so selected for redemption or subject to purchase in an Offer to Purchase in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or purchased in part or (3) if a redemption or purchase pursuant to an Offer to Purchase is to occur after a Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Record Date and before the date of redemption or purchase. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail (or, in the case of Global Notes, cause to be transferred by book-entry), in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail (or, in the case of Global Notes, cause to be transferred by book-entry), the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 and Appendix A to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company Obligors shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company Obligors may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.112.08, 3.07 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in Notwithstanding any other provisions of this Section 2.072.05, unless and until it is exchanged in whole or in part for Notes in definitive registered form, the Global Notes representing all or a portion of the Notes may not be transferred except as a whole by the Depositary to a nominee of the such Depositary or by the a nominee of the such Depositary to the such Depositary or another nominee of the such Depositary or by the nominee of the such Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successorsuch successor Depositary. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) Members of, or participants in, the Depositary (ithe "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 such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent that Company, the Trustee or any agent of the Company or the Trustee, 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 Holder of any Note. If the Depositary notifies the Company Obligors that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) if at any time ceases the Depositary shall no longer be eligible under the next sentence of this paragraph, the Obligors shall appoint a successor Depositary with respect to the Notes. Each Depositary appointed pursuant to this Section 2.05 must, at the time of its appointment and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act andand any other applicable statute or regulation. The Obligors will execute, and the Trustee, upon receipt of an authentication order, will authenticate and deliver, Notes in definitive registered form in any authorized denominations, in either case, an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such Notes in exchange for such Global Note or Notes if (i) the Depositary notifies the Obligors that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to serve as Depositary and a successor Depositary for the Notes is not appointed by the Company Obligors within 120 60 days after the date Obligors receive such notice or becomes aware of such notice from the Depositary; ineligibility or (Bii) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing. The Obligors may at any time and in their sole discretion determine that the Notes shall no longer be represented by a Global Note or Notes. In such event the Obligors will execute, and the Trustee will, upon receipt of an authentication order, authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount equal to the Notes; or (C) the Company delivers to the Trustee a Company Order that principal amount of the Global Note or Notes shall be so exchangeable. Any Certified representing such Notes so issued shall be registered in exchange for such names and in such denominations as the Depositary shall requestGlobal Note or Notes. Upon the exchange of a Global Note for Certificated Notes in definitive registered form, without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes in definitive registered form issued in exchange for a Global Note pursuant to this Section 2.07 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct direct or Indirect Participants indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the CompanyObligors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Transfer and Exchange. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount at maturity of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.112.08, 3.07 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.08 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in Notwithstanding any other provisions of this Section 2.072.05, unless and until it is exchanged in whole or in part for Notes in definitive registered form, the Global Notes representing all or a portion of the Notes may not be transferred except as a whole by the Depositary to a nominee of the such Depositary or by the a nominee of the such Depositary to the such Depositary or another nominee of the such Depositary or by the nominee of the such Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successorsuch successor Depositary. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than If the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) if at any time ceases to the Depositary shall no longer be a clearing agency registered eligible under the Exchange Act andnext sentence of this paragraph, in either case, the Company shall appoint a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.respect

Transfer and Exchange. When Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.10, 3.07 3.06, 4.15, 4.16 or 9.049.06 or exchanges pursuant to the next succeeding paragraph, in each of which events the Company shall be responsible for the payment of such taxes). In the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that a registration statement under the Securities Act with respect to the Exchange Offer has been declared effective by the SEC and that the Company has offered Exchange Notes registered with the SEC to the Holders in accordance with the Exchange Offer, the Registrar shall exchange, upon request of any Holder, such Holder's Initial Notes or Additional Notes for Exchange Notes registered with the SEC upon the terms set forth in the Exchange Offer and in accordance with this Section 2.06 hereof, provided that the Initial Notes or Additional Notes so surrendered for exchange are duly endorsed and accompanied by a letter of transmittal or written instrument of transfer in form satisfactory to the Company and the Registrar, in addition to any certifications and representations required by the provisions of the Registration Rights Agreement, and duly executed by the Holder thereof or such Holder's attorney who shall be duly authorized in writing to execute such document on behalf of such Holder. The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partin, part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount at maturity of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.10, 3.07 3.06, 4.15, 4.16 or 9.049.06, in which event the Company shall be responsible for the payment of such taxes). In the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that a registration statement under the Securities Act with respect to the Exchange Offer has been declared effective by the SEC and that the Company has offered registered Notes to the Holders in accordance with the Exchange Offer, the Registrar shall exchange, upon request of any Holder, such Holder's Initial Notes of any series for registered Notes of such series upon the terms set forth in the Exchange Offer and in accordance with Section 2.06 hereof, provided that the Initial Notes so surrendered for exchange are duly endorsed and accompanied by a letter of transmittal or written instrument of transfer in form satisfactory to the Company and the Registrar, in addition to any certifications and representations required by the provisions of the Registration Rights Agreement, and duly executed by the Holder thereof or such Holder's attorney who shall be duly authorized in writing to execute such document on behalf of such Holder. The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth Any Holder of an interest in this Section 2.07any Global Note shall, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date acceptance of such notice from the Depositary; (B) there shall have occurred and be continuing an Event interest, agree that changes or transfers of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered beneficial interests in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall may be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.effected only

Transfer and Exchange. When Notes are (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer thereof or to exchange them such Security for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a transfer certificate, in the form included in Exhibit B attached hereto, and in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or its requirements for such transactions are metattorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Notes Securities of a like aggregate principal amount at the Registrar's ’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchange of the Noteswithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewith (relation thereto, other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.112.10, 3.07 Section 13.5, Article 3, Article 5 or 9.04)Article 7, in each case, not involving any transfer. The Neither the Company, any Registrar nor the Trustee shall not be required to exchange or register a transfer of (i) to issue, register the transfer of or exchange any Note during Securities for a period beginning at the opening of business 15 days before the day of the preceding any mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailingSecurities to be redeemed, or (ii) to register the transfer of any Securities or exchange any Note so portions thereof selected or called for redemption (except, in whole or the case of redemption of a Security in part, except the unredeemed portion thereof not to be redeemed) or (iii) any Securities or portions thereof in respect of any Note being redeemed which a Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part. Except as set forth in this Section 2.07, the Global Notes may portion thereof not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registeredpurchased). All Notes Securities issued upon any transfer or exchange of Notes Securities shall be valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Notes Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 or Section 9.6 hereof shall provide to the Trustee such information as the Trustee may reasonably request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such opinions of counsel, 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 (including if so requested by the Company exercising a right to require the delivery of such items), and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. When Notes (a) Subject to Section 2.12 and 2.13, upon surrender for registration of transfer of any Note at the office or agency of the Registrar, if the requirements of Section 2.8(f) are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominationsmet, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Series and Class and a like original aggregate principal amount of the Notes so transferred. At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series and Class in authorized denominations of like original aggregate principal amount of the Notes so exchanged, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 2.8(f) are met, the Issuers shall execute, and the Trustee shall authenticate and deliver to the Noteholder, the Notes which the Noteholder making the exchange is entitled to receive. (b) Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee, the Issuers and the Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing with a medallion signature guarantee and (ii) accompanied by such other documents as the Trustee and the Registrar may require to document the identities and/or signatures of the transferor and the transferee (including the applicable Internal Revenue Service Form W-8 or W-9). The Issuers shall execute and deliver to the Trustee or the Registrar's request. No service charge shall be made for , as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under the Indenture and the Notes. (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the Notesvalid obligations of the Issuers, but evidencing the Company same indebtedness, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The preceding provisions of this Section 2.8 notwithstanding, (i) the Trustee, the Issuers or the Registrar, as the case may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11be, 3.07 or 9.04). The Registrar shall not be required (iA) to issue, register the transfer of or exchange any Note during of any Series for a period beginning at the opening of business 15 days before fifteen (15) Business Days preceding the day selection of the mailing of a notice of redemption any Series of Notes selected for redemption under Section 3.03 to be prepaid and ending at the close of business on the day of such mailing, the mailing of the relevant notice of prepayment or payment or (iiB) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except after the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee mailing of the Depositary or by the nominee relevant notice of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or redemption, and (ii) at no assignment or transfer of a Note or any time ceases to commitment in respect thereof shall be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of effective until such notice from the Depositary; (B) there assignment or transfer shall have occurred and be continuing an Event of Default with respect to been recorded in the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names Note Register and in such denominations as the Depositary shall request. Upon the exchange books and records of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations , as the Depositary for such Global Noteapplicable, pursuant to instructions from its Direct Section 2.5(a). (e) Unless otherwise provided in the applicable Series Supplement, no service charge shall be payable for any registration of transfer or Indirect Participants exchange of Notes, but the Issuers, the Registrar or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or , as directed the case may be, may require payment by the Persons Noteholder of a sum sufficient to cover any Tax or other governmental charge that may be imposed in whose names such Notes are so registered. All Notes issued upon connection with any transfer or exchange of Notes. (f) Unless otherwise provided in the applicable Series Supplement, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be valid obligations set forth in the applicable Series Supplement) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.13, the global Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the CompanyClearing Agency for such Series, evidencing or to a successor Clearing Agency for such Series selected or approved by the same debtIssuers or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeSection 2.12.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 of this Indenture or at the Registrar's ’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchange (other than pursuant to Section 2.07 of the Notesthis Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 9.043.06, 4.10, 4.15 and 9.05 of this Indenture). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 of this Indenture and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Sale Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to ‎0 of this Indenture, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. When Notes are presented (a) Subject to Section 2.11 hereof, upon surrender for registration of transfer of any Note, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or a such Xxxxxx’s attorney-in-fact duly authorized in writing, at the office or agency of the Company-designated Registrar or co-Registrar with pursuant to Section 2.04, (i) the Company shall execute, and the Trustee (or any authenticating agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of a request to register the transfer or to exchange them for an equal like aggregate principal amount of Notes of other authorized denominations, and bearing such restrictive legends as may be required by this Indenture and (ii) the Registrar shall register record the transfer information required pursuant to Section 2.04 regarding the designated transferee or make transferees in the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's requestRegister. No service charge shall be made imposed by the Company, the Trustee, the Registrar, any co- Registrar or the Paying Agent for any registration of transfer or exchange of the Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable required in connection therewith as a result of the name of the Holder of new Notes issued upon exchanges pursuant to Section 2.11, 3.07 such exchange or 9.04)registration of transfer being different from the name of the Holder of the old Notes surrendered for registration of transfer or exchange. The Registrar Company shall not be required (i) to issuemake, register and the transfer Registrar need not register, transfers or exchanges of or exchange any Note during (x) surrendered for conversion or (y) in respect of which a period beginning at Fundamental Change Purchase Notice has been given and not validly withdrawn by the opening Holder thereof in accordance with the terms of business 15 days before this Indenture (except, in the day case of a Note to be converted or purchased in part by the Company, the portion of such Note not to be so converted or purchased). (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the mailing Depositary, transfers of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailingGlobal Note, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed shall be made only in part. Except as set forth in accordance with Section 2.12 and this Section 2.072.06(b). Transfers of a Global Note shall be limited to transfers of such Global Note to the Depositary, the Global Notes may not be transferred except as a whole by the Depositary to a nominee nominees of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee such successor’s nominee. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each successor. Global Notes such registration shall be exchangeable for corresponding Certificated Securities registered in noted on the name of persons other than the Depositary if Register. (Ad) the Depositary (i) notifies the Company that it is unwilling or unable Any Registrar appointed pursuant to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there Section 2.04 shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers provide to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations information as the Depositary shall request. Upon Trustee may reasonably require in connection with the exchange delivery by such Registrar of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeNotes.

Transfer and Exchange. When Subject to the provisions of Sections 2.14 and 2.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requested; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing and such transactions are metother documents as the Registrar or Co-Registrar may reasonably require. To permit registrations of transfers and exchanges, the Company Issuers shall execute issue and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company Issuers or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.11, 4.12 or 9.044.13, in which event the Issuers shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange Holder of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwiseagree that transfers of beneficial interests in such Global Note may be effected only through DTC, shall instruct in accordance with this Indenture and the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeApplicable Procedures.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any #96405991v19 transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 3.06, 3.10, 4.15, 4.16 or 9.049.05). The . (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Issuer nor the Registrar shall not be required (i1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption any selection of Notes selected for redemption under Section 3.03 3.02 and ending at the close of business on the day of such mailingselection, or (ii2) to register the transfer of or to exchange any Note so selected for redemption redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer or an Asset Disposition Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. Except as set forth in this Section 2.07part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Global Notes Trustee, any Agent and the Issuer may not be transferred except deem and treat the Person in whose name any Note is registered as a whole by the Depositary absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to a nominee the Record Date provisions of the Depositary or by the nominee Notes) interest on such Notes and for all other purposes, and none of the Depositary Trustee, any Agent or the Issuer shall be affected by notice to the Depositary contrary. (g) Upon surrender for registration of transfer of any Note at the office or another nominee agency of the Depositary or by Issuer designated pursuant to Section 4.02, the nominee of Issuer shall execute, and the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes Trustee shall be exchangeable for corresponding Certificated Securities registered authenticate and mail, in the name of persons the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other than Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Depositary if (A) Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Depositary Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Appendix A so long as the requirements of this Indenture are satisfied. (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any All certifications, certificates and Opinions of the Global Notes or (ii) at any time ceases Counsel required to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect submitted to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note Registrar pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant 2.06 to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any effect a registration of transfer or exchange of Notes shall may be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer submitted by mail or exchangeby facsimile or electronic transmission.

Transfer and Exchange. When Subject to the provisions of Sections 2.15 and 2.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall issue and execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made to a Noteholder for any registration of transfer or exchange of the Notes, but the exchange. The Company may require from such Noteholder payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.10, 3.07 3.6, 4.15, 4.16 or 9.049.6, in which event the Company shall be responsible for the payment of such taxes). The Xxx Xxxxxxxxx or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Except as set forth Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in this Section 2.07, the such Global Notes may not be transferred except as effected only through a whole book entry system maintained by the Depositary to Holder of such Global Note (or its agent), and that ownership of a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered beneficial interest in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook entry.

Transfer and Exchange. When Subject to the provisions of Sections 2.15 and 2.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.13, 4.16 or 9.049.06, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange Holder of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Global Notes to or as directed may be effected only through a book entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry.

Transfer and Exchange. When Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.10, 3.07 3.06, 4.15, 4.16 or 9.049.06, in which event the Company shall be responsible for the payment of such taxes). In the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that a registration statement under the Securities Act with respect to the Exchange Offer has been declared effective by the SEC and that the Company has offered registered Notes to the Holders in accordance with the Exchange Offer, the Registrar shall exchange, upon request of any Holder, such Holder's Initial Notes of any series for registered Notes of such series upon the terms set forth in the Exchange Offer and in accordance with Section 2.06 hereof, provided that the Initial Notes so surrendered for exchange are duly endorsed and accompanied by a letter of transmittal or written instrument of transfer in form satisfactory to the Company and the Registrar, in addition to any certifications and representations required by the provisions of the Registration Rights Agreement, and duly executed by the Holder thereof or such Holder's attorney who shall be duly authorized in writing to execute such document on behalf of such Holder. The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth Any Holder of an interest in this Section 2.07any Global Note shall, the by acceptance of such interest, agree that transfers of beneficial interests in such Global Notes Note may not be transferred except as effected only through a whole book-entry system maintained by the Depositary to Holder of such Global Note (or its agent), and that ownership of a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered beneficial interest in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook-entry system.

Transfer and Exchange. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount at maturity of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metmet (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.112.08, 3.07 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.08 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in Notwithstanding any other provisions of this Section 2.072.05, unless and until it is exchanged in whole or in part for Notes in definitive registered form, the Global Notes representing all or a portion of the Notes may not be transferred except as a whole by the Depositary to a nominee of the such Depositary or by the a nominee of the such Depositary to the such Depositary or another nominee of the such Depositary or by the nominee of the such Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successorsuch successor Depositary. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than If the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) if at any time ceases the Depositary shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor Depositary with respect to the Notes. Each Depositary appointed pursuant to this Section 2.05 must, at the time of its appointment and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act andand any other applicable statute or regulation. The Company will execute, and the Trustee, upon receipt of an authentication order, will authenticate and deliver, Notes in definitive registered form in any authorized denominations, in either case, an aggregate principal amount at maturity equal to the principal amount at maturity of the Global Note or Notes representing such Notes in exchange for such Global Note or Notes if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to serve as Depositary and a successor Depositary for the Notes is not appointed by the Company within 120 60 days after the date Company receives such notice or becomes aware of such notice from the Depositary; ineligibility or (Bii) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing. The Company may at any time and in its sole discretion determine that the Notes shall no longer be represented by a Global Note or Notes. In such event the Company will execute, and the Trustee will, upon receipt of an authentication order, authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount at maturity equal to the Notes; or (C) the Company delivers to the Trustee a Company Order that principal amount at maturity of the Global Note or Notes shall be so exchangeable. Any Certified representing such Notes so issued shall be registered in exchange for such names and in such denominations as the Depositary shall requestGlobal Note or Notes. Upon the exchange of a Global Note for Certificated Notes in definitive registered form, without coupons, in authorized denominations, such Global Note shall be cancelled canceled by the Trustee. Certificated Notes in definitive registered form issued in exchange for a Global Note pursuant to this Section 2.07 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct direct or Indirect Participants indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When Subject to the provisions of Section 2.14 and 2.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requested; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing and such transactions are metother documents as the Registrar or co-Registrar may reasonably require. To permit registrations of transfers and exchanges, the Company shall execute issue and the Trustee shall authenticate Notes at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.10, 4.11 or 9.049.05, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange Holder of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwiseagree that transfers of beneficial interests in such Global Note may be effected only through the Depository, shall instruct in accordance with this Indenture and the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeApplicable Procedures.

Transfer and Exchange. When Subject to the provisions of SECTION 2.14, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requested; PROVIDED, HOWEVER, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing and such transactions are metother documents as the Registrar or Co-Registrar may reasonably require. To permit registrations of transfers and exchanges, the Company shall execute issue and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11SECTION 2.10, 3.07 3.06, 4.15, 4.16 or 9.049.05, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to ARTICLE THREE, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange Holder of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwiseagree that transfers of beneficial interests in such Global Note may be effected only through the Depository, shall instruct in accordance with this Indenture and the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeApplicable Procedures.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 3.06, 4.09 or 9.04). The . (d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Registrar shall not be required (i1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 10 days before the day of the mailing of a notice of redemption any selection of Notes selected for redemption under Section 3.03 3.02 and ending at the close of business on the day of such mailingselection, or (ii2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (f) Prior to due presentment for the registration of a transfer of any Note, the Global Notes Trustee, any Agent and the Company may not be transferred except deem and treat the Person in whose name any Note is registered as a whole by the Depositary absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to a nominee the Record Date provisions of the Depositary or by the nominee Notes) interest on such Notes and for all other purposes, and none of the Depositary Trustee, any Agent or the Company shall be affected by notice to the Depositary contrary. (g) Upon surrender for registration of transfer of any Note at the office or another nominee agency of the Depositary or by Company designated pursuant to Section 4.02, the nominee of Company shall execute, and the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes Trustee shall be exchangeable for corresponding Certificated Securities registered authenticate and mail, in the name of persons the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other than Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Depositary if (A) Notes to be exchanged at such office or agency. Whenever any Global Notes are so surrendered for exchange, the Depositary Company shall execute and the Trustee shall authenticate and deliver the replacement Global Note for which the Holder making the exchange is entitled pursuant to the applicable procedures of the Depository in accordance with Section 2.02. When Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02. (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any All certifications, certificates and Opinions of the Global Notes or (ii) at any time ceases Counsel required to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect submitted to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note Registrar pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant 2.06 to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any effect a registration of transfer or exchange of Notes shall may be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer submitted by mail or exchangeby facsimile or electronic (including “.pdf” or “.tif” format) transmission.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A. (b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange of the Notes(other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 or 9.043.06, 4.11 and 9.05). The Registrar shall not be required . (id) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the All Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (e) Neither the Company nor the Trustee shall be required (1) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of sending of a notice of redemption of Notes for redemption under Section 3.02 or the making of an Offer to Purchase and ending at the close of business on the day of such sending, (2) to register the transfer of or to exchange any Note so selected for redemption or subject to purchase in an Offer to Purchase in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or purchased in part or (3) if a redemption or purchase pursuant to an Offer to Purchase is to occur after a Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Record Date and before the date of redemption or purchase. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate and mail (or, in the case of Global Notes, cause to be transferred by book entry), in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail (or, in the case of Global Notes, cause to be transferred by book entry), the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02. (i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 and Appendix A to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Transfer and Exchange. When Notes Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.1, when Securities of any series are presented to the Registrar or a co-Registrar with a the request to register the transfer of those Securities or to exchange them those Securities for an equal principal amount of Notes Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such those transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company Issuer shall execute Securities (and, if applicable, each Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate Notes such Securities at the Registrar's request’s written request and submission of the Securities (other than Global Securities). No service charge shall be made to a Holder for any registration of transfer or exchange of the Notes(except as otherwise expressly permitted herein), but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or other similar governmental charge payable upon on exchanges pursuant to Section 2.112.13, 3.07 5.7 or 9.049.5). The Registrar Trustee shall authenticate Securities in accordance with the provisions of Section 2.4. Notwithstanding any other provisions of this Indenture to the contrary, the Issuer shall not be required (i) to issue, register the transfer of or exchange of (a) any Note Security selected for redemption in whole or in part pursuant to Article V, except the unredeemed portion of any Security being redeemed in part or (b) any Security during a the period beginning at the opening of business 15 days Business Days before the day delivery of notice of any offer to repurchase Securities of the mailing of a notice series required pursuant to the terms thereof or of redemption of Notes selected for redemption under Section 3.03 Securities of a series to be redeemed and ending at the close of business on the day date of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion delivery. The transferor of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary Security shall provide or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases cause to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers provided to the Trustee all information reasonably requested by the Trustee that is necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a Company Order that certificated Security for a Global Security, the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as Issuer or the Depositary shall request. Upon provide or cause to be provided to the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled Trustee all information reasonably requested by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant Trustee that is necessary to this allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 2.07 shall be registered in such names and in such authorized denominations as 6045 of the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the TrusteeInternal Revenue Code of 1986. The Trustee may rely on information provided to it and shall deliver have no responsibility to verify or ensure the accuracy of such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeinformation.

Transfer and Exchange. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount at maturity of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.112.08, 3.07 3.08 or 9.04). 31 25 The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in Notwithstanding any other provisions of this Section 2.072.05, unless and until it is exchanged in whole or in part for Notes in definitive registered form, a Global Note representing all or a portion of the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the such Depositary or by the a nominee of the such Depositary to the such Depositary or another nominee of the such Depositary or by the nominee of the such Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successorsuch successor Depositary. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than If the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) if at any time ceases the Depositary shall no longer be eligible under the next sentence of this paragraph, the Company shall appoint a successor Depositary with respect to the Notes. Each Depositary appointed pursuant to this Section 2.05 must, at the time of its appointment and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act andand any other applicable statute or regulation. The Company will execute, and the Trustee, upon receipt of an authentication order, will authenticate and deliver, Notes in definitive registered form in any authorized denominations, in either case, an aggregate principal amount at maturity equal to the principal amount at maturity of the Global Note representing such Notes in exchange for such Global Notes if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to serve as Depositary and a successor Depositary for the Notes is not appointed by the Company within 120 60 days after the date Company receives such notice or becomes aware of such notice from the Depositary; ineligibility or (Bii) there shall have occurred and be continuing an Event of Default with respect has occurred and is continuing. The Company may at any time and in its sole discretion determine that the Notes shall no longer be represented by a Global Note. In such event the Company will execute, and the Trustee will, upon receipt of an authentication order, authenticate and deliver, Notes in definitive registered form in any authorized denominations, in an aggregate principal amount at maturity equal to the Notes; or (C) the Company delivers to the Trustee a Company Order that principal amount at maturity of the Global Notes shall be so exchangeable. Any Certified representing such Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants Notes. participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When Notes Debentures are presented to the Registrar or a co-Registrar with a request to register the transfer of such Debentures or to exchange them such Debentures for an equal principal amount of Notes Debentures of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions transaction are met; PROVIDED, HOWEVER, that the Debentures surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes Debentures at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 or 9.04)therewith. The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of (a) any Note during Debenture selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Debenture being redeemed in part, or (b) any Debenture for a period beginning at the opening of business 15 days Business Days before the day of the mailing of a notice of an offer to repurchase pursuant to Article XI or of redemption of Notes selected for redemption under Section 3.03 Debentures pursuant to Article III hereof and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes and each of the Guarantors shall execute a Guarantee thereon and the Subordinated Guarantor shall execute a Subordinated Guarantee thereon at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax tax, fee or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.10, 3.07 3.04, 4.11, 4.12 or 9.049.05, in which event the Issuer shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Except as set forth Any Holder of a beneficial interest in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trusteebe reflected in a book entry system. The Trustee Trustee, Registrar or co-Registrar shall deliver have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such Notes certificates and other documentation or evidence as are expressly required by, and to or as directed do so if and when expressly required by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Companyterms of, evidencing the same debt, and entitled to the same benefits under this Indenture, and to examine the same to determine substantial compliance as to form with the Notes surrendered upon such transfer or exchangeexpress requirements hereof.

Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note being transferred for registration of transfer. When a Note is presented to the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 3.06, 3.09, 4.10, 4.15 or 9.049.04 hereof). . (b) The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if . (Ac) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption under Section 3.03 hereof and ending at the close of business on such day, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (e) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent or the person on whose behalf the Global Note is held) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of beneficial interest in such Global Note shall be required to be reflected in a book entry. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Paying Agent, the Registrar and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Paying Agent, the Registrar or the Company shall be affected by notice to the contrary. (g) None of the Company, the Trustee, any agent of the Company or the Trustee (including any Paying Agent or Registrar) will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interest 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.

Transfer and Exchange. When Notes Securities are presented to the Registrar or a co-Registrar co - registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that any Security presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder thereof or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes Securities at the Registrar's request. No service charge shall be made to a Holder for any registration of transfer or exchange of the NotesSecurities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 3.09, 3.11, 8.04 or 9.0410.08 of this Indenture). Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co - registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co - registrar shall be affected by notice to the contrary. The Issuer and the Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange (a) any Note so selected Security for a period of 15 days next preceding the first mailing of notice of redemption of the Securities to be redeemed or (b) any Securities selected, called or being called for redemption in whole or part, except in the case of any Security where public notice has been given that such Security is to be redeemed in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may thereof not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases so to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeredeemed.

Transfer and Exchange. When Notes Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange them such Securities for an equal principal amount of Notes Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transactions transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes Securities at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments, or other similar governmental charge payable upon exchanges or transfers pursuant to Sections 2.2, 2.10, 3.9, 5.14, 10.5 or 12.1). Except for a Permitted Regulatory Redemption pursuant to Section 2.113.2 of this Indenture or an order of any Gaming Authority, 3.07 the Registrar or 9.04). The co-Registrar shall not be required (i) to issue, register the transfer of or exchange of (a) any Note during Security selected for redemption in whole or in part pursuant to Article III hereof, except the unredeemed portion of any Security being redeemed in part, or (b) any Security for a period beginning at the opening of business 15 days Business Days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 an offer to repurchase pursuant to Sections 5.14 or redeem Securities pursuant to Article III hereof and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

Transfer and Exchange. When Notes are presented to (a) Upon surrender for registration of transfer of any Note at the Registrar office or a coagency of the Registrar, if the requirements of Section 2.8(f) and Section 8-Registrar with a request to register 401(a) of the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions UCC are met. To permit registrations of transfers and exchanges, the Company HVF II shall execute and after HVF II has executed, the Trustee shall authenticate and deliver to the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same Class and a like Principal Amount. At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series of Notes and Class in authorized denominations of like Principal Amount, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such purpose. Whenever Notes of any Series of Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, HVF II shall execute and after HVF II has executed, the Trustee shall authenticate and deliver to the Noteholder, the Notes that the Noteholder making the exchange is entitled to receive. (b) Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Noteholder thereof or such Noteholder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Trustee may require. HVF II shall execute and deliver to the Trustee or the Registrar's request. No service charge shall be made for , as applicable, Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Base Indenture and the Notes. (c) All Notes issued upon any registration of transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 or 9.04). The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the CompanyHVF II, evidencing the same debt, and entitled to the same benefits under this Base Indenture, as the related Notes surrendered upon such registration of transfer or exchange. (d) The preceding provisions of this Section 2.8 notwithstanding, the Trustee or the Registrar, as the case may be, shall not be required to register the transfer or exchange of any Note of any Series of Notes for a period of 15 days preceding the due date for payment in full of the Notes of such Series of Notes. (e) Unless otherwise provided in the applicable Group Supplement or Series Supplement, no service charge shall be payable for any registration of transfer or exchange of Notes, but HVF II or the Registrar may require payment by the Noteholder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes. (f) Unless otherwise provided in the applicable Group Supplement or Series Supplement, registration of transfer of Notes containing a legend relating to the restrictions on transfer of such Notes (which legend shall be set forth in the applicable Group/Series Supplement) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and except as otherwise provided in Section 2.13, the typewritten Note or Notes representing Book-Entry Notes for any Series of Notes may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series of Notes, or to a successor Clearing Agency for such Series of Notes selected or approved by HVF II or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.8 and Section 2.12. (g) If the Notes are listed on the Luxembourg Stock Exchange, the Trustee or the Luxembourg Agent, as the case may be, shall send to HVF II upon any transfer or exchange of any Note information reflected in the copy of the register for the Notes maintained by the Registrar or the Luxembourg Agent, as the case may be. (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Clearing Agency Participants or beneficial owners of interests in any global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (i) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Clearing Agency.

Transfer and Exchange. (a) When Convertible Notes are presented to the Registrar or a co-Registrar registrar with a request to register the a transfer or to exchange them for an equal principal amount of Convertible Notes of for other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute issue, and the Trustee shall authenticate authenticate, Convertible Notes at the Registrar's request, bearing registration numbers not contemporaneously outstanding. No service charge shall be made to a holder for any registration of transfer or exchange of the Notes(except as otherwise 11 expressly permitted herein), but the Company and the Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11Sections 2.7, 3.07 12.5 or 9.04)14.2. The Registrar In the event of any redemption of the Convertible Notes in part, the Company shall not be required (i) to issue, register the transfer of or exchange any Note Convertible Notes during a period beginning at the opening of business 15 days before the day selection of the mailing of a notice of redemption of Convertible Notes selected for redemption under Section 3.03 3.2 and ending at the close of business on the day of such mailing, mailing of the notice of redemption; or (ii) to register the transfer of or exchange of any Convertible Note so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Convertible Note being redeemed in part. Except as set forth in this Section 2.07, The Company or the Global Notes may Registrar shall not be transferred except as a whole by required to register the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary transfer of any such nominee to a successor of the Depositary or a nominee of each successor. Global Convertible Notes shall be exchangeable surrendered for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note repurchase pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct Articles 4 or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered5. All Convertible Notes issued upon any transfer or exchange of Convertible Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Convertible Notes surrendered upon such registration of transfer or exchange. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Sections 2.1(b) and 2.10; provided, however, that beneficial interests in a Global Security may be transferred to persons who take delivery thereof in the form of a beneficial interest in the Global Security in accordance with the transfer restrictions set forth under the heading "Notice to Investors" in the Offering Memorandum and, if applicable, in the Restricted Securities Legend. Except for transfers or exchanges made in accordance with Section 2.10, transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. In the event that a Global Security is exchanged for Convertible Notes in definitive form pursuant to Section 2.10 prior to the effectiveness of a Shelf Registration Statement with respect to such Convertible Notes, such exchange may occur, and such Convertible Notes may be further exchanged or transferred, only upon receipt by the Registrar of (1) such Global Security or such Convertible Notes in definitive form, duly endorsed as provided herein, as applicable, (2) instructions from the holder directing the Trustee to authenticate and deliver one or more Convertible Notes in definitive form of the same aggregate principal amount as the Global Security or the Convertible Notes in definitive form (or portion thereof), as applicable, to be transferred, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Convertible Notes in definitive form to be so issued and appropriate delivery instructions, and (3) such certifications or other information and, in the case of transfers pursuant to Rule 144 under the Securities Act, legal opinions as the Company 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 (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Securities Act, as the case may be), and upon compliance with such other procedures as may from time to time be adopted by the Company and the Registrar. (c) Except in connection with a Shelf Registration Statement contemplated by and in accordance with the terms of the Registration Agreement, if Convertible Notes are issued upon the registration of transfer, exchange or replacement of Convertible Notes bearing a Restricted Securities Legend, or if a request is made to remove such a Restrictive Securities Legend on Convertible Notes, the Convertible Notes so issued shall bear the Restricted Securities Legend, or a Restricted Securities Legend shall not be removed, as the case may be, unless there is delivered to the Company such satisfactory evidence, which, in the case of a transfer made pursuant to Rule 144 under the Securities Act, may include an opinion of counsel given in accordance with the laws in the State of New York, as may be reasonably required by the Company, that neither the legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such Convertible Notes are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon provision to the Company of such satisfactory evidence, the Trustee, at the written direction of the Company, shall authenticate and deliver Convertible Notes that do not bear the legend. The Company shall not otherwise be entitled to require the delivery of a legal opinion in connection with any transfer or exchange of Securities. (d) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (e) 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 Convertible Notes (including any transfers between or among the Depositary's participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation as is 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.

Transfer and Exchange. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. (a) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (b) Subject to the terms of this Indenture and the restrictions on transfer and exchange applicable to Notes, the Notes may be presented for exchange as provided herein or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office of the Registrar or at the office of any transfer agent designated by the Company for such purpose. No service charge shall will be made for any registration of transfer or exchange of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.112.07, Section 3.07 or 9.04and Section 9.06). The Registrar shall not be required (i) to issue, register the Such transfer of or exchange any Note during a period beginning at will be effected upon the opening Registrar or such transfer agent, as the case may be, being satisfied with the documents of business 15 days before the day title and identity of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at Person making the close of business on request. The Company has appointed the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue Trustee to act as Depositary for any of the Global Notes or (ii) Registrar. The Company may at any time ceases designate a transfer agent or rescind the designation of a transfer agent or approve a change in the office through which any transfer agent acts; provided that the Company will be required to be maintain the Registrar or a clearing agency registered under transfer agent, as the Exchange Act andcase may be, in either case, a successor Depositary is not appointed by the Company within 120 days after the date Place of such notice from the Depositary; (B) there shall have occurred and be continuing an Event Payment for each series of Default with respect to the Notes; or . (Cc) the Company delivers to the Trustee a Company Order that the All Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (d) Neither the Company nor the Registrar shall be required (i) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business fifteen (15) days before the day of any selection of Notes for redemption under Section 3.04 and ending at the close of business on the day of such selection, (ii) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (iii) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date. (e) Prior to due presentment for the registration of a transfer of any Note, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name a Note is registered as the owner thereof (whether or not such Note may be overdue) for the purpose of making payments on such Note and for all other purposes. (f) At the option of the Holder, subject to the terms of this Indenture and the restrictions on transfer and exchange applicable to Notes, the Notes of each series may be transferred to designated transferee or transferees or exchanged for other Notes of the same series of any authorized denomination and of a like tenor and aggregate principal amount. Whenever any Notes are so surrendered for transfer or exchange at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee shall authenticate, one or more replacement Notes in accordance with the provisions of Appendix A.

Transfer and Exchange. When Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes and each of the Guarantors shall execute a Guarantee thereon at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.10, 3.07 3.04, 4.15, 4.16 or 9.049.05, in which event the Issuer shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to 48 -39- Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth Any Holder of a beneficial interest in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Global Notes to or as directed may be effected only through a book entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry system.

Transfer and Exchange. When (a) No Notes may be sold, --------------------- transferred or conveyed by the Holder thereof to any Person who is not a Purchaser, an Affiliate of a Purchaser (including, without limitation any co- investment vehicle permitted to be formed pursuant to the Agreements of Limited Partnership of Purchasers) or a limited partner of a Purchaser without the express written consent of the Board of Directors of the Company. In the event that any Purchaser transfers any Notes pursuant to this Article III, it may, at its option, transfer all or any portion of its Commitment to the transferee of such Notes, and (x) such Purchaser shall thereafter have no obligation to the Company with respect to the portion of such Commitment so transferred, and (y) such transferee shall, thereafter, be deemed to be a Purchaser for all purposes of this Agreement. (b) Where Notes are presented to the Registrar or a co-Registrar registrar with a request to register the transfer thereof or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange; provided, that any Note presented or surrendered for registration of transfer or exchange as requested if its requirements for such transactions are metshall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate issue Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange of . (c) The Company and the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.07 or 9.04). The Registrar shall not be required (i) to issue, to register the transfer of or to exchange any Note Notes during a period beginning at the opening of business on a business day 15 days before the day of the mailing of a notice of redemption any selection of Notes selected for redemption under Section 3.03 pursuant to Article VI and ending at the close of business on the day of such mailingselection, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes part or (iiiii) at any time ceases to be a clearing agency registered under register the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes a Note between the Record Date and the next succeeding Interest Payment Date. (d) No service charge shall be valid obligations made for any registration of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such a transfer or exchangeexchange (except as otherwise expressly permitted herein).

Transfer and Exchange. When Subject to the provisions of Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.10, 3.07 3.06, 4.15, 4.16 or 9.049.06 or exchanges pursuant to the next succeeding paragraph, in each of which events the Company shall be responsible for the payment of such taxes). In the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that a registration statement under the Securities Act with respect to the Exchange Offer has been declared effective by the SEC and that the Company has offered Exchange Notes registered with the SEC to the Holders in accordance with the Exchange Offer, the Registrar shall exchange, upon request of any Holder, such Holder's Initial Notes or Additional Notes for Exchange Notes registered with the SEC upon the terms set forth in the Exchange Offer and in accordance with this Section 2.06 hereof, provided that the Initial Notes or Additional Notes so surrendered for exchange are duly endorsed and accompanied by a letter of transmittal or written instrument of transfer in form satisfactory to the Company and the Registrar, in addition to any certifications and representations required by the provisions of the Registration Rights Agreement, and duly executed by the Holder thereof or such Holder's attorney who shall be duly authorized in writing to execute such document on behalf of such Holder. The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partin, part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth Any Holder of an interest in this Section 2.07any Global Note shall, the by acceptance of such interest, agree that transfers of beneficial interests in such Global Notes Note may not be transferred except as effected only through a whole book-entry system maintained by the Depositary to Holder of such Global Note (or its agent), and that ownership of a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered beneficial interest in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook-entry system.

Transfer and Exchange. When Subject to the provisions of Sections 2.15 and 2.16, when Notes are presented to the Registrar or a coCo-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or Co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or Co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or Co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11, 3.07 2.10 or 9.043.06). The Registrar or Co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three hereof, except the unredeemed portion of any Note being redeemed in part. Except Prior to the registration of any transfer by a Holder as set forth in this Section 2.07provided herein, the Company, the Trustee and any Agent of the Company shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and none of the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any consent, waiver or actions of a Holder shall be binding upon any subsequent Holders of such Note or a Note received upon transfer. Any Holder of a beneficial interest in a Global Notes Note shall, by acceptance of such beneficial interest in a Global Note, agree that transfers of beneficial interests in such Global Note may not be transferred except as effected only through a whole book-entry system maintained by the Depositary to a nominee of the Depositary (or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company its agent), and that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange ownership of a Global Note for Certificated Notes without coupons, beneficial interest in authorized denominations, such a Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook entry.

Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note being transferred for registration of transfer. When a Note is presented to the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.10, 3.07 3.06, 3.09, 4.10, 4.15 or 9.049.04 hereof). 38 (b) The Registrar shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if . (Ac) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) The Company shall not be required (i) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption under Section 3.03 hereof and ending at the close of business on such day, (ii) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (iii) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (e) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent or the person on whose behalf the Global Note is held) or (ii) any Holder of a beneficial interest in such Global Note, and that ownership of beneficial interest in such Global Note shall be required to be reflected in a book entry. (f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Paying Agent, the Registrar and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Paying Agent, the Registrar or the Company shall be affected by notice to the contrary. (g) None of the Company, the Trustee, any agent of the Company or the Trustee (including any Paying Agent or Registrar) will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interest 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. 39

Transfer and Exchange. When Subject to Sections 2.16 and 2.17, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of or other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes and, at and after consummation of the Merger, the Subsidiary Guarantors shall execute Guarantees thereon at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax tax, fee or similar governmental charge payable in connection therewith there- with (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.04, 4.15, 4.16 or 9.049.05, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth Any Holder of a beneficial interest in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Global Notes to or as directed may be effected only through a book entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry system.

Transfer and Exchange. When Subject to the provisions of Section 2.14 and 2.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requested; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing and such transactions are metother documents as the Registrar or co-Registrar may reasonably require. To permit registrations of transfers and exchanges, the Company shall execute issue and the Trustee shall authenticate Notes at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.10, 4.11 or 9.049.05, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange Holder of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwiseagree that transfers of beneficial interests in such Global Note may be effected only through the Depository, shall instruct in accordance with this Indenture and the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeApplicable Procedures.

Transfer and Exchange. When Subject to the provisions of Sections 2.14 and 2.15, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met, including an Opinion of Counsel with respect to whether (i) such Note constitutes a Restricted Security and (ii) the requirements for transfer of such Note have been satisfied, including the requirements provided for in Section 2.15; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11Sections 2.10, 3.07 3.07, 4.14, 4.15 or 9.049.05, in which event the Company shall be responsible for the payment of such taxes). The Xxx Xxxxxxxxx or co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning commencing at the opening of business 15 days before the day of the mailing of a notice of redemption any selection of Notes selected for redemption under Section 3.03 3.02 and ending at the close of business on the such day of such mailingselection, or and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any Any Holder of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act andNote shall, in either case, a successor Depositary is not appointed by the Company within 120 days after the date acceptance of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Notes to or as directed Global Note may be effected only through a book entry system maintained by the Persons Depository, and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry.

Transfer and Exchange. When Subject to the provisions of Sections 2.15 and 2.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.11, 3.07 2.10 or 9.043.06). The Registrar or co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article Three hereof, except the unredeemed portion of any Note being redeemed in part. Except Prior to the registration of any transfer by a Holder as set forth in this Section 2.07provided herein, the Company, the Trustee and any Agent of the Company shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and none of the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any consent, waiver or actions of a Holder shall be binding upon any subsequent Holders of such Note or a Note received upon transfer. Any Holder of a beneficial interest in a Global Notes Note shall, by acceptance of such beneficial interest in a Global Note, agree that transfers of beneficial interests in such Global Note may not be transferred except as effected only through a whole book-entry system maintained by the Depositary to a nominee of the Depositary (or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company its agent), and that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange ownership of a Global Note for Certificated Notes without coupons, beneficial interest in authorized denominations, such a Global Note shall be cancelled by the Trustee. Certificated Notes issued required to be reflected in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebook entry.

Transfer and Exchange. When Subject to the provisions of Sections 2.15 and 2.16, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominationsdenominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the transferor of such Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.13, 4.16 or 9.049.06, in which event the Company shall be responsible for the payment of such taxes). The Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days Business Days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or mailing and (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange Holder of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver agree that transfers of beneficial interests in such Global Notes to or as directed may be effected only through a book entry system maintained by the Persons Holder of such Global Note (or its agent), and that ownership of a beneficial interest in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes the Note shall be valid obligations of the Company, evidencing the same debt, and entitled required to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangebe reflected in a book entry.

Transfer and Exchange. When (a) The Notes are presented to shall be issued in registered form and shall be transferable only upon the Registrar or surrender of a co-Registrar Note for registration of transfer and in compliance with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. Appendix A hereto. (b) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Notes in accordance with Section 2.02 or at the Registrar's ’s request. . (c) No service charge shall be made for imposed in connection with any registration of transfer or exchange of the Notesexchange, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges exchange or transfer pursuant to Section 2.11Sections 2.07, 3.07 or 9.048.05, 8.08, 9.10, 9.14, and 13.04 hereof). The . (d) Neither the Registrar nor the Issuer shall not be required (iA) to issue, to register the transfer of or to exchange any Note Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption to be redeemed under Section 3.03 8.02 hereof and ending at the close of business on the day of such mailing, or (iiB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) to register the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the transfer or exchange of a Global Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer or exchange of any Notes tendered (and not withdrawn) for Certificated Notes without coupons, repurchase in authorized denominations, such Global Note connection with a Change of Control Offer or an Asset Sale Offer. (e) Neither the Registrar nor the Issuer shall be cancelled by required to register the Trustee. Certificated transfer or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; provided, that new Notes will only be issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered minimum denominations of $2,000 and integral multiples of $1,000 in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. excess of $2,000. (f) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this IndentureNote Purchase Agreement, as the Notes surrendered upon such registration of transfer or exchange. (g) Prior to due presentment for the registration of a transfer of any Note, any Agent and the Issuer shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and neither an Agent nor the Issuer shall be affected by notice to the contrary. (h) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 9.02 hereof, the Issuer shall execute, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (i) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute the replacement Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. (j) All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Transfer and Exchange. When Subject to the provisions of Section 2.14 and 2.15, when Physical Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requested; provided, however, that the Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing and such transactions are metother documents as the Registrar or co-Registrar may reasonably require. To permit registrations of transfers and exchanges, the Company shall execute issue and the Trustee shall authenticate Notes at the Registrar's ’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange of the Notesexchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges or transfers pursuant to Section 2.112.10, 3.07 3.06, 4.10, 4.11 or 9.049.05, in which event the Company shall be responsible for the payment of such taxes). Interests in Global Notes may be transferred in accordance with Applicable Procedures of the Depository. The Registrar or co-Registrar shall not be required to register the transfer or exchange of any Note (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing giving of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of any Note being redeemed in part. Except as set forth part or (iii) tendered and not withdrawn in this Section 2.07, the Global Notes may not be transferred except as connection with a whole by the Depositary to a nominee Change of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary Control Offer or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (C) the Company delivers to the Trustee a Company Order that the Global Notes shall be so exchangeableNet Proceeds Offer. Any Certified Notes so issued shall be registered in such names and in such denominations as the Depositary shall request. Upon the exchange Holder of a Global Note for Certificated Notes without couponsshall, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for acceptance of such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwiseagree that transfers of beneficial interests in such Global Note may be effected only through the Depository, shall instruct in accordance with this Indenture and the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchangeApplicable Procedures.

Transfer and Exchange. When Notes are (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Note is presented to a Registrar, at the Registrar or a co-Registrar office of the Registrar, with a request to register the a transfer thereof or to exchange them such Note for an equal principal amount Principal Amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested requested; provided, however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, an appropriately completed certificate of transfer in the form set forth in Attachment 4 to the Form of Note attached hereto as Exhibit A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its requirements for such transactions are metattorney duly authorized in writing. To permit registrations registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate Notes of a like aggregate Principal Amount at the Registrar's ’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchange of the Noteswithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith (relation thereto other than any such transfer taxes tax or other similar governmental charge payable upon exchanges any exchange or transfer pursuant to Section 2.112.10, 3.07 or 9.04Section 2.13(a). , Section 3.07, ARTICLE 10 and Section 12.05. (b) The Registrar Company shall not be required (iA) to issue, to register the transfer of or to exchange any Note Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption any selection of Notes selected for redemption repurchase under Section 3.03 3.07 hereof and ending at the close of business on the day of such mailingselection, or (iiB) to register the transfer of or to exchange any Note so selected for redemption repurchase in whole or in part, except the unredeemed unpurchased portion of any Note being redeemed in part. Except as set forth in this Section 2.07, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor. Global Notes shall be exchangeable for corresponding Certificated Securities registered in the name of persons other than the Depositary if (A) the Depositary (i) notifies the Company that it is unwilling or unable to continue to act as Depositary for any of the Global Notes or (ii) at any time ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (B) there shall have occurred and be continuing an Event of Default with respect to the Notes; part or (C) to register the Company delivers transfer of or to exchange a Note between a Regular Record Date and the Trustee a Company Order that next succeeding Interest Payment Date set forth on the Global Notes shall be so exchangeable. Any Certified Notes so issued shall be registered in face of such names and in such denominations as the Depositary shall request. Upon the exchange of a Global Note for Certificated Notes without coupons, in authorized denominations, such Global Note shall be cancelled by the Trustee. Certificated Notes issued in exchange for a Global Note pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its Direct or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to or as directed by the Persons in whose names such Notes are so registered. . (c) All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. (e) Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Xxxxxx's Notes in violation of any provision of this Indenture and/or applicable United States Federal or state securities law. (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 Note (including any transfers between or among Agent Members or book-entry interests) 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) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of Principal of and Interest and any other amounts due on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.