Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of 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 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legend set forth on the form of Security attached hereto as Exhibit A-1 setting forth such restrictions (the “Legend”), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 or that such Securities are not “restricted” within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the persons designated Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject (a) Upon surrender for --------------------- registration of transfer of any Security at the office or agency of Xxxx XX designated as Registrar or co-registrar pursuant to Sections 2.15 Section 2.03 or at the office or agency referred to in Section 4.05, Xxxx XX shall execute, and 2.16the Trustee shall authenticate and make available for delivery, when in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, Xxxx XX shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. When Securities are presented to the Registrar or a co-Registrar with a request the request: (x) to register the transfer of such Securities Securities; or (y) to exchange such Securities for an equal principal amount of 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 transaction transactions are met; provided, however, that the Securities presented or surrendered for register of transfer or exchange exchange: (i) shall be duly endorsed or accompanied by a written instrument instruction of transfer in form satisfactory to the Company Registrar and the Registrar or co-RegistrarTrustee, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, writing; and (ii) selected for redemption in whole or in part pursuant to Article Threethe case of Transfer Restricted Securities, except shall be accompanied by the unredeemed portion of any Security being redeemed in partfollowing additional information and documents, and as applicable: (iiiA) during a Change of Control Offer or an Net Proceeds Offer if such Transfer Restricted Security is tendered pursuant being delivered to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any the Registrar by a Holder of a beneficial interest for registration in a Global Security shall, by acceptance the name of such beneficial interestHolder, agree without transfer, a certification from such Holder to that transfers effect (in substantially the form of beneficial interests Exhibit B hereto); or --------- (B) if such Transfer Restricted Security is being transferred to a qualified institutional buyer (as defined in such Global Rule 144A under the Securities may be effected only through a book-entry system maintained by Act) or institutional accredited investor within the Holder meaning of such Global Security (or its agentRule 501(a)(1), and that ownership of a beneficial interest in (2), (3) or (7) under the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer Securities Act, in accordance with Rule 144A under the Registration Rights Agreement, the Company will issue and, upon receipt of Securities Act or pursuant to an authentication order exemption from registration in accordance with Section 2.02 hereofRules 144 or 145, Regulation D or Regulation S under the Trustee will authenticate Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to substantially the principal amount form of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountExhibit B --------- hereto).

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Securities, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Securities attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereof, at the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount written direction of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such SecuritiesCompany, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Holders of Securities so accepted Unrestricted Securities in Company, the appropriate principal amountLegend shall be reinstated.

Transfer and Exchange. Subject to Sections 2.15 The Securities shall be issued in registered form and 2.16, when Securities are shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsa transfer, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its (x) the requirements for of Section 8-401(l) of the Uniform Commercial Code and any other applicable provisions of law are met and (y) such transaction are met; providedtransfer complies with the provisions of the Appendix to this Indenture, however, that the if applicable. Definitive Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form and substance reasonably satisfactory to the Company and the Registrar or co-Registrarregistrar, duly executed by the Holder thereof or his attorney duly authorized in writing including writing. When Securities are presented to the signature Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements as for a participant in a Signature Guarantee Medallion Programtransfer thereof are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-Registrar’s registrar's request. No service charge shall be made for any registration of transfer or exchange, 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 therewithexchange pursuant to this Section 2.06. The Registrar or co-Registrar Company shall not be required to make and the Registrar need not register the transfer of transfers or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption exchanges of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption (except, in whole or in part pursuant the case of Securities to Article Three, except the unredeemed portion of any Security being be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. 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 (iii) during treat the Person in whose name a Change Security is registered as the absolute owner of Control Offer such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or an Net Proceeds Offer if not such Security is tendered pursuant overdue, and none of the Company, the Trustee, the Paying-Agent, the Registrar or any co-registrar shall be affected by notice to such Change of Control Offer or Net Proceeds Offer and not withdrawnthe contrary. Any Holder of a beneficial interest in a any Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Securities Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the such Global Security shall be required to be reflected in a book-entry systembook entry. Upon All Securities issued upon any transfer or exchange pursuant to this Section 2.06 will evidence the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company same debt and will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal be entitled to the principal amount of same benefits under this Indenture as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Securities, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Securities attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "LEGEND"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereof, at the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount written direction of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such SecuritiesCompany, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Holders of Securities so accepted Unrestricted Securities in Company, the appropriate principal amountLegend shall be reinstated.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03 hereof, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 hereof and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use reasonable efforts to reinstate the persons designated Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject Upon surrender for registration of transfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Sections 2.15 Section 3.02, the Company shall execute, and 2.16the Trustee shall authenticate and make available for delivery, when in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities so surrendered for an equal principal amount of Securities of other authorized denominationsexchange, the Registrar or co-Registrar Company shall register execute, and the transfer or Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or co-Registrarduly executed, duly executed by the Holder holder thereof or his attorney duly authorized in writing including writing. All Definitive Securities and Global Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the signature valid obligations of a participant in a Signature Guarantee Medallion Program. To permit registrations the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Securities or Global Securities surrendered upon such registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s transfer or co-Registrar’s requestexchange. No service charge shall be made to a holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar Company shall not be required to (i) issue, register the transfer of or exchange of any Security (i) Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such mailing, ; or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities 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 written instrument of transfer certificate each in the form included in Exhibit A, and completed in a manner satisfactory to the Company Registrar and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 2.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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. The Registrar or co-Registrar relation thereto; provided that this sentence shall not be required apply to register the transfer of or any exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article ThreeSection 2.10, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent2.12(a), and that ownership of a beneficial interest in 3.05, 4.02(e) or 11.05. (b) Neither the Security Company, any Registrar nor the Trustee shall be required to be reflected exchange or register a transfer of any Securities or portions thereof in respect of which a book-entry system. Upon Fundamental Change Repurchase Notice has been delivered and not withdrawn by the occurrence Holder thereof (except, in the case of the Exchange Offer purchase of a Security in accordance part, the portion thereof not to be purchased). (c) All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such 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 Registration Rights Agreement, delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify and hold harmless the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate 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. (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 deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change of Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities 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 written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of Control Offer the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or an Net Proceeds Offer if exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such Security is tendered transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any exchange of Securities. (c) Each Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required agrees to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, indemnify the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate 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 deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.13, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; providedPROVIDED, howeverHOWEVER, that the Securities 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 written instrument of transfer Transfer Certificate each in the form included in EXHIBIT A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 5.02, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not be required apply to register the transfer of or any exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article ThreeSection 2.06, except the unredeemed portion of any Security being redeemed in part2.09, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent2.13(a)(1), and that ownership of a beneficial interest in 3.06, 4.03(d), 5.11, 10.05 or 11.02. Neither the Security Company, any Registrar nor the Trustee shall be required to be reflected in exchange or register a book-entry system. Upon the occurrence transfer of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one any Securities or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests portions thereof selected or called for redemption (except, in the restricted Global Securities accepted for exchange case of redemption of a Security in part, the Exchange Offer and portion not to be redeemed) or (b) unrestricted any Securities or portions thereof delivered for repurchase by the Holder thereof (except, in an aggregate principal amount equal the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the principal amount of same benefits under this Indenture, as the Restricted Securities accepted for exchange surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 5.02 shall provide to the Trustee such information as the Trustee may reasonably require in the Exchange Offer. Concurrently connection with the issuance delivery by such Registrar of such Securities upon transfer or exchange of Securities, the Trustee will cause the aggregate principal amount . (c) Each Holder of the applicable restricted Global a Security agrees to be reduced accordingly, and indemnify the Company will execute and the Trustee will authenticate against any liability that may result from the transfer, exchange or assignment of such Xxxxxx’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 deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders terms of Securities so accepted Unrestricted Securities in this Indenture and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities (having the Guarantee endorsed thereon by the Guarantor) of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities (having the Guarantee endorsed thereon by the Guarantor) which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject The Company shall cause to Sections 2.15 be kept a Security Register at an Office or Agency in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities and 2.16of transfers of the Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, when the Trustee shall be the initial Registrar for the Securities. The Company shall have the right to remove and replace from time to time the Registrar for the Securities; provided that no such removal or replacement shall be effective until a successor Registrar with respect to the Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Registrar with respect to the Securities, it shall have the right to examine the Security Register at all reasonable times. There shall be only one Security Register for the Securities. Upon surrender for registration of transfer of any Security at any Office or Agency in accordance with the procedures set forth in Appendix A, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, Securities may be exchanged, in accordance with the procedures set forth in Appendix A, for other Securities containing identical terms and provisions, in any authorized denominations, and of equal aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency. Whenever any Securities are presented so surrendered for exchange in accordance with the procedures set forth in Appendix A, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any Global Security shall be exchangeable for Definitive Securities only in accordance with the procedures set forth in Appendix A and if (i) the Depositary is at any time unwilling or unable to continue as Depositary for the Securities or has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depositary within 120 days after the date of such notice, (ii) the Company executes and delivers to the Registrar Trustee a Company Order to the effect that such Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. If the beneficial owners of interests in a co-Registrar with a request to register the transfer of such Securities or Global Security are entitled to exchange such interests for Definitive Securities for in accordance with the procedures set forth in Appendix A as the result of an event pursuant to clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee Definitive Securities in such form and denominations as are required by or pursuant to this Indenture containing identical terms and in aggregate principal amount equal to the principal amount of such Global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered from time to time by the Depositary as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not be contained in or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel unless requested by the Trustee), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for Definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for such surrendered Global Security or portion thereof, an equal aggregate principal amount of Definitive Securities of other authorized denominations, the Registrar denominations as such Global Security or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metportion thereof to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to the Depositary, or such other depositary in accordance with the instructions of the Company referred to above. If a Security is issued in exchange for any portion of a Global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered for upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Registrar for such Security) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, for such Security duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge by the Company shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection therewithwith any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 2.10 or 5.7 not involving any transfer. The Registrar Except as otherwise provided in or co-Registrar pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange of any Security (i) Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities under Section 5.4 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part pursuant to Article Threepart, except in the unredeemed portion case of any Security being to be redeemed in part, and the portion thereof not to be redeemed, or (iii) during a Change to issue, register the transfer of Control Offer or an Net Proceeds Offer if such exchange any Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shallwhich, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with its terms, has been surrendered for repayment at the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount option of the beneficial interests in Holder, except the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance portion, if any, of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountrepaid.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when (a) The Notes have not been registered or qualified under the Securities are presented to Act or the Registrar or a co-Registrar with a request to register the securities laws of any State. No transfer of such Securities or to exchange such Securities for an equal principal amount of 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 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge any Note shall be made for any unless that transfer is made in a transaction which does not require registration or qualification under the Securities Act or under applicable State securities or “Blue Sky” laws. In the event that a transfer is to be made without registration or qualification, such Noteholder’s prospective transferee shall either (i) deliver to the Indenture Trustee a Transferee Letter in the form attached hereto as Exhibit E (the “Transferee Letter”), or (ii) deliver to the Indenture Trustee an Opinion of Counsel that the transfer is exempt from such registration or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar qualification (which opinion shall not be required at the expense of the Issuer, the Indenture Trustee or the Servicer, and which may be an opinion of in-house counsel to the transferor or the transferee of the Note). Neither the Issuer nor the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law. Any such Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, the Owner Trustee (as such and in its individual capacity), the Agent and the Issuer against any liability, cost or expense (including attorneys’ fees) that may result if the transfer of is not so exempt or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer made in accordance with such federal and State laws. (b) No acquisition or transfer of a Note or any interest therein may be made unless the Registration Rights AgreementIndenture Trustee is provided with evidence that establishes to the satisfaction of the Indenture Trustee that one of the following is true: either (a) that it will not acquire the Notes with the assets of any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is subject to Title I of ERISA or any “plan” as defined in Section 4975 of the Company Code (each such entity, a “Benefit Plan”) or (b) no non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code will issue and, upon receipt occur in connection with its acquisition or holding of an authentication order the Notes. (c) The Indenture Trustee shall have no liability to the Issuer or any Noteholder arising from a transfer of any such Note in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount2.07(a).

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the ------------------------------------ (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant part, shall be made only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a Global Security shall be limited to Article Threetransfers of such Global Security, except the unredeemed portion of any Security being redeemed in whole or in part, to nominees of the Depositary or to a successor of the Depositary or 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 such registration shall be noted on the register for the Securities. (iiid) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon registration of transfer or Net Proceeds Offer and not withdrawn. Any Holder exchange of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security Securities. (or its agent), and that ownership of a beneficial interest in the Security e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Legend shall be reinstated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountCompany.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities 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 written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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. The Registrar or co-Registrar relation thereto; and provided, that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6, 3.12, 4.2 (last paragraph) or 10.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of Control Offer the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or an Net Proceeds Offer if exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such Security is tendered transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any exchange of Securities. (c) Each Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required agrees to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, indemnify the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver each Agent 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 the persons designated 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 Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to Sections 2.15 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 are met and 2.16if the transferee certifies to the Issuer and Registrar that: (i) under the terms of the Security, when the Person seeking registration of transfer is eligible to have the Security registered in its name, (ii) the indorsement or instruction is made by the appropriate Person or by an agent who has actual authority to act on behalf of the appropriate Person, (iii) reasonable assurance is given that the indorsement or instruction is genuine and authorized, (iv) any applicable law relating to the collection of taxes has been complied with, (v) the transfer does not violate any restriction on transfer imposed by the Issuer, (vi) a demand that the Issuer not register transfer has not become effective (or, if such a demand has become effective, the Issuer has given notice to the Person making such demand stating that (x) registration of transfer of the Security is sought, (y) a demand that the Issuer not register transfer had previously been received and (z) the Issuer shall withhold registration for 10 days from the date of communication of such notice), and (vii) the transfer is in fact rightful or is to a Protected Purchaser. When Securities are presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Securities or to exchange such Securities them for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the same requirements for such 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate and deliver Securities at the Registrar’s or co-Registrarregistrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable in connection therewithupon exchange or transfer pursuant to Section 4.08 and Section 9.04) . The Registrar or co-Registrar Issuer shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected and delivered for redemption 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 Security, the Issuer, 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 (and Additional Amounts, if any) on such Security and for all other purposes whatsoever, whether or not presentation of such Security is overdue, and none of the Issuer, the Trustee, any Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 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 (iincluding any transfers between or among participants in DTC or beneficial owners of interests in any Global Security) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day other than to require delivery of such mailing, (ii) selected for redemption in whole certificates and other documentation or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in partevidence as are expressly required by, and (iii) during a Change of Control Offer or an Net Proceeds Offer to do so if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained when expressly required by the Holder of such Global Security (or its agent)terms of, this Indenture, and that ownership of a beneficial interest in to examine the Security shall be required same to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance determine substantial compliance as to form with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 express requirements hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when When Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities them for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements requirements, for such transaction transactions 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. All Securities presented for registration of transfer, exchange, redemption or co-Registrar’s requestpayment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder or his attorney duly authorized in writing. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any registration of transfer or exchange, but not for any exchange pursuant to Sections 2.9, 3.5, 4.15 or 9.5 or any Tender not involving any transfer of Securities (other than to the Company). No service charge shall be made for any registration of transfer or exchange, but such transaction. In the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange case of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or which is Tendered in part pursuant only, upon such Tender the Company shall execute and the Trustee shall authenticate and make available for delivery to Article Threethe Holder thereof, except the unredeemed portion without service charge, a new Security or Securities of any Security being redeemed authorized denomination as requested by such Holder in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount non-Tendered portion of the beneficial interests principal of such Security. No Securities will be issued in denominations of less than $1000 upon tender of the restricted Global Securities accepted for exchange nor shall any cash be paid by the Company in connection with a tender of the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal payment of the Exercise Price of the Warrants other than in payment of fractional shares. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt of the same series and entitled to the principal amount of same benefits under this Indenture, as the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall 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 written instrument of transfer certificate, in the form included in Exhibit B attached hereto, and in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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 therewithrelation thereto, other than exchanges pursuant to Section 2.10, Section 13.5, Article 3, Article 5 or Article 7, in each case, not involving any transfer. The Neither the Company, any Registrar or co-Registrar nor the Trustee shall not be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Change Put Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of Control Offer the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or an Net Proceeds Offer if exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such Security is tendered transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 or Section 9.6 hereof shall provide to the Trustee such Change information as the Trustee may reasonably request in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer 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 not withdrawnother 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. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Securities Security may be effected only through a book-entry system maintained by the Holder of such Global Security Depository (or its agent), and that ownership of a beneficial interest in the a Global Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the 11 18 Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to be reflected make registrations of transfer or exchange of Securities during any periods designated in a book-entry system. Upon the occurrence text of the Exchange Offer Securities or in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt this Indenture as periods during which such registration of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer transfers and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to exchanges need not be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountmade.

Transfer and Exchange. Subject to Sections 2.15 2.16 and 2.162.17, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of 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 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 Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Upon the occurrence of an Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue, each Guarantor shall execute a Guarantee in respect of, and, upon receipt of an authentication order from the Issuer, the Trustee shall authenticate (i) one or more Unrestricted Global Securities in aggregate principal amounts equal to the principal amounts of the beneficial interests in the Restricted Global Securities tendered for acceptance by Persons that certify in the applicable letters of transmittal that (x) they are not broker-dealers (as defined in the Exchange Act), (y) they are not participating in a distribution of the Exchange Securities and (z) they are not “affiliates” (as defined in Rule 144A) of the Issuer or the Guarantor, and accepted for exchange in an Exchange Offer and (ii) Unrestricted Physical Securities in aggregate principal amounts equal to the principal amounts of the Restricted Physical Securities accepted for exchange in an Exchange Offer. Concurrently with the issuance of such Securities, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Securities to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Physical Securities so accepted Unrestricted Physical Securities in the appropriate principal amount. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, part and (iii) during a Change of Control Offer Offer, an Alternate Offer, an STT Purchase or an Net Proceeds Offer if such Security is tendered or cancelled pursuant to such Change of Control Offer Offer, Alternate Offer, STT Purchase or Net Proceeds Offer and not withdrawn. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a the book-entry system maintained by the Holder of through which such beneficial interest in such Global Security (or its agent)is held, and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Change of Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at to be redeemed. (b) Notwithstanding any provision to the close of business on the day of such mailingcontrary herein, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in so long as a Global Security shallremains outstanding and is held by or on behalf of the Depositary, by acceptance of such beneficial interest, agree that (i) transfers of beneficial interests in such a Global Securities Security, in whole or in part, may be effected only through a book-book entry system maintained by the Holder of such Global Security (or its agent)) in accordance with Applicable Procedures, and that (ii) ownership of a beneficial interest in the Security shall be required to be reflected in a book-book entry system. Upon the occurrence and (iii) transfers of the Exchange Offer Global Securities or beneficial interests in Global Securities shall be made only in accordance with Section 2.12 and this Section 2.6(b). Transfers of a Global Security shall be limited to transfers of such Global Security in whole or in part, to the Registration Rights AgreementDepositary, to nominees of the Depositary or to a successor of the Depositary or 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 such registration shall be noted on the register for the Securities. (d) 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. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Security attached hereto as Exhibits A and B setting forth such restrictions (collectively, the "Legend"), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar and the Trustee (if not the same Person as the Trustee), 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 or Rule 144 under the Securities Act of 1933, as amended ("Securities Act") or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, upon receipt of a Company Order, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Company or an Affiliate of the Company, the Legend shall be reinstated. In the event Rule 144(k) as promulgated under the Securities Act is amended to shorten the two-year period under Rule 144(k), then, the references in the Legend to "TWO YEARS", and in the corresponding transfer restrictions described above, will be deemed to refer to such shorter period, from and after receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel to that effect. As soon as practicable after the Company knows of the effectiveness of any such amendment to shorten the two-year period under Rule 144(k), unless such changes would otherwise be prohibited by, or would cause a violation of, the federal securities laws applicable at the time, the Company will issue andprovide to the Trustee an Officers' Certificate and an Opinion of Counsel as to the effectiveness of such amendment and the effectiveness of such change to the restrictive legends and transfer restrictions. Until the Legend on any Restricted Security has been removed in compliance with this Section 2.6(f), all shares of Common Stock (or other securities issuable upon receipt conversion as a result of an authentication order the provisions of this Indenture) issued upon conversion of such Restricted Security shall bear a legend substantially in the form of the Legend (the "Common Stock Restrictive Legend") and shall be subject to the same restrictions on transfer as such Restricted Security. At any time following the time when the restrictions on transfer set forth in the Common Stock Restrictive Legend shall have expired in accordance with Section 2.02 hereoftheir terms or shall have terminated under applicable law, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal holder of such Common Stock may, upon a surrender of the certificate representing such Common Stock exchange to the principal amount of the beneficial interests Company's transfer agent in accordance with such agent's customary procedures (accompanied, in the restricted Global event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the Securities accepted for exchange in the Exchange Offer Act and (b) unrestricted Securities in an aggregate principal amount equal otherwise reasonably acceptable to the principal amount of Company, addressed to the Restricted Securities accepted for exchange Company and in form acceptable to the Exchange Offer. Concurrently with Company, to the issuance effect that the transfer of such SecuritiesCommon Stock has been made in compliance with Rule 144 or such successor provision), may receive a new certificate representing such Common Stock, in like amount, which shall not bear the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountCommon Stock Restrictive Legend.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented 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 cosuch Holder’s attorney-Registrar with a request to register in-fact duly authorized in writing, at the transfer office or agency of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Company-designated Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedpursuant to Section 2.04, 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, (i) the Company shall execute execute, and the Trustee (or any authenticating agent) upon receipt of a Company Order shall authenticate Securities at and deliver, in the Registrar’s name of the designated transferee or co-Registrar’s requesttransferees, one or more new Notes of any authorized denomination or denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture and (ii) the Registrar shall record the information required pursuant to Section 2.04 regarding the designated transferee or transferees in the Register. No service charge shall be made imposed by the Company, the Guarantors, the Trustee, the Registrar, any co-Registrar or the Paying Agent for any registration of transfer or exchangeexchange of the Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge payable required in connection therewiththerewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for registration of transfer or exchange. 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, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney-in-fact duly authorized in writing, and documents of identity and title satisfactory to the Registrar. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange exchanges of any Security Note surrendered for conversion or any Note in respect of which a Fundamental Change Purchase Notice has been given and not validly withdrawn by the Holder thereof in accordance with the terms of this Indenture (i) during a period beginning at except, in the opening of business 15 days before the mailing case of a notice of redemption of Securities and ending at Note to be converted or purchased in part by the close of business on Company, the day portion of such mailingNote not to be so converted or purchased). (b) Notwithstanding any provision to the contrary herein, (ii) selected for redemption so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order made only in accordance with Section 2.02 hereof2.12 and this Section 2.06(b). Transfers of a Global Note shall be limited to transfers of such Global Note to the Depositary, to nominees of the Depositary or to a successor of the Depositary or 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 such registration shall be noted on the Register. (d) Any Registrar appointed pursuant to Section 2.04 shall provide to the Trustee will authenticate (a) one or more Unrestricted Global Securities such information as the Trustee may reasonably require in an aggregate principal amount equal to connection with the principal amount delivery by such Registrar of the beneficial interests in the restricted Global Securities accepted for Notes upon transfer or exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountNotes.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of --------------------- transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form reasonably satisfactory to the Trustee duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by registrar pursuant to Section 2.03 or at the Holder thereof office or his attorney duly authorized agency referred to in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesSection 4.05, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer reasonably satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of (a) Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or exchange a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption redemption. Notwithstanding any provision to the contrary herein, so long as a global Security remains outstanding and is held by or on behalf of Securities and ending at the close Depositary, transfers of business on the day of such mailinga global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order made only in accordance with Section 2.02 hereof2.11 and this Section 2.06. Transfers of a global Security shall be limited to transfers of such global Security in whole, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal part, to the principal amount nominees of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal Depositary or to the principal amount a successor of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of Depositary or such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountsuccessor's nominee.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-3 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the persons designated Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; providedPROVIDED, howeverHOWEVER, that the Securities 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 written instrument of transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Company Registrar and the Registrar or co-Registrar, each duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 for such purpose pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any transfer or exchange shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewith. The Registrar or co-Registrar shall not be required to register with the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before Securities from the mailing of a notice of redemption of Securities and ending at Securityholder requesting such transfer or exchange. Neither the close of business on Company, the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except Registrar nor the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security Trustee shall be required to be reflected exchange or register a transfer of any Securities in respect of which a book-entry system. Upon Fundamental Change Repurchase Notice has been given and not withdrawn by the occurrence of the Exchange Offer Holder thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be repurchased in part, the Company will issue andportion thereof not to be repurchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, upon receipt of an authentication order in accordance with Section 2.02 hereof, evidencing the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and surrendered upon such transfer or exchange. (b) unrestricted Securities in an aggregate principal amount equal Any Registrar appointed pursuant to Section 2.3 shall provide to the principal amount of Trustee such information as the Restricted Securities accepted for exchange Trustee may reasonably require in the Exchange Offer. Concurrently connection with the issuance delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) 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 between or among Agent Members or other beneficial owners of interests in any Global Security other than to require delivery of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordinglycertificates and other documentation or evidence as are expressly required by, and the Company will execute to do so if and the Trustee will authenticate and deliver to the persons designated when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the --------------------- (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, the Guarantor shall endorse and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar governmental charge payable other govern mental charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accor dance with the terms of this Indenture (except, in the case of Securities to be pur chased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.6(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (d) 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 a beneficial interest in the Security Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities (with Guarantees endorsed thereon) are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Securities attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereof, at the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount written direction of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such SecuritiesCompany, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security (with a Guarantee endorsed thereon) that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Holders of Securities so accepted Unrestricted Securities in Company, the appropriate principal amountLegend shall be reinstated.

Transfer and Exchange. Subject to Sections 2.15 and 2.16At the option of the Holder thereof, when Securities are presented to the Registrar Series SWA 1995 Trust N602SW-I Certificates or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities Series SWA 1995 Trust N602SW Certificates may be exchanged for an equal aggregate initial principal amount of Securities other Series SWA 1995 Trust N602SW-I Certificates or Series SWA 1995 Trust N602SW Certificates of other the same maturity and type, dated the Delivery Date, and of any authorized denominationsdenominations or transferred upon surrender of the Series SWA 1995 Trust N602SW-I Certificates or Series SWA 1995 Trust N602SW Certificates to be exchanged or transferred at the principal corporate trust office of the Indenture Trustee, or at any office or agency maintained for such purpose pursuant to Section 2.03. Whenever any Series SWA 1995 Trust N602SW-I Certificate or Series SWA 1995 Trust N602SW Certificate is so surrendered for exchange, the Registrar Owner Trustee shall execute, and the Indenture Trustee shall authenticate and deliver, the replacement Series SWA 1995 Trust N602SW-I Certificate or co-Registrar shall register Series SWA 1995 Trust N602SW Certificate which the Holder making the exchange is entitled to receive. All Certificates issued upon any registration of transfer or make exchange of Certificates shall be the exchange valid obligations of the Owner Trustee, evidencing the same obligations, and entitled to the same security and benefits under this Agreement, as requested if its requirements for the Certificates surrendered upon such transaction are met; provided, however, that the Securities registration of transfer or exchange. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by by, the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge shall be made to a Holder or any transferee for any registration of transfer or exchangeexchange of Certificates, but the Company may Registrar may, as a condition to any transfer or exchange hereunder require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar shall not be required to register the with any registration of such transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountCertificates.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 --------------------------------------- hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, the Guarantors shall endorse and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. Subject to Section 2.12 hereof, at the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, the Guarantors shall endorse and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.6. Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership of a beneficial interest in the Security each such registration shall be noted on the Register. (d) 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. (e) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the Legend, or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to be reflected in a book-entry systemensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereof, at the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount written direction of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such SecuritiesCompany, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Holders of Securities so accepted Unrestricted Securities in Company, the appropriate principal amountLegend shall be reinstated.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when (a) Where Securities are presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities or to exchange such Securities them for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its in accordance with the requirements for such 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programthis Section 2.06. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities and deliver, in the name of the designated transferee or transferees, one or more new Securities, of any authorized denominations and of a like aggregate principal amount, at the Registrar’s 's request. Upon presentation for exchange or cotransfer of any Security as permitted by the terms of this Indenture and by any legend appearing on such Security, such Security shall be exchanged or transferred upon the Security Register and one or more new Securities shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Security shall be effective under this Indenture unless and until such Security has been registered in the name of such Person in the Security Register. Furthermore, the exchange or transfer of any Security shall not be effective under this Indenture unless the request for such exchange or transfer is made by the Holder or by a duly authorized attorney-in-fact at the office of the Registrar’s request. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. In the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that an Exchange Offer Registration Statement or a Shelf Registration Statement, as the case may be, has been declared effective by the Commission, and that the Company has offered Exchange Securities to the Holders in accordance with the Exchange Offer or that Securities have been offered pursuant to such Shelf Registration Statement, the Trustee shall exchange or issue upon transfer, as the case may be, upon request of any Holder, such Holder's Securities for (i) in the case of an Exchange Offer, Exchange Securities upon the terms set forth in the Exchange Offer or (ii) in the case of a transfer pursuant to a Shelf Registration Statement, Securities that comply with the requirements applicable following such a transfer as set forth in Section 2.06(b). No service charge to the Securityholder shall be made for any registration of transfer or exchange, but the Company or the Trustee may require from the transferring or exchanging Securityholder payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or similar governmental charge payable upon exchanges pursuant to Sections 2.10, 3.06, 4.14, 4.15 or 9.05). The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, mailing and (ii) selected for redemption in whole or in part pursuant to Article ThreeIII, except the unredeemed portion of any Security being redeemed in part. If a Security is a Restricted Security in certificated form, then as provided in this Indenture and (iii) during subject to the limitations herein set forth, the Holder, provided it is a Change of Control Offer Qualified Institutional Buyer, an Accredited Investor or an Net Proceeds Offer if a Holder pursuant to Regulation S, may exchange such Security is tendered pursuant for a Book-Entry Security by instructing the Trustee to arrange for such Change Security to be represented by a beneficial interest in a Global Security in accordance with the customary procedures of Control Offer or Net Proceeds Offer the Depositary. In accordance with the provisions of this Indenture and not withdrawn. Any Holder subject to Section 2.06(b)(viii) and certain limitations herein set forth, an owner of a beneficial interest in a Global Security shallwhich has not been exchanged for an Exchange Security may request a Security in certificated form, by acceptance of in exchange in whole or in part, as the case may be, for such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial owner's interest in the Global Security. Notwithstanding the foregoing, no Global Security shall be required registered for transfer or exchange, or authenticated and delivered, whether pursuant to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreementthis Section 2.06, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.2.07,

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Securities, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar in the form affixed to the Security duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute, the Subsidiary Guarantors shall execute the Guarantees endorsed on, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at of any authorized denomination or denominations, of a like aggregate principal amount, each Security having endorsed thereon the Registrar’s or co-Registrar’s requestGuarantees executed by the Subsidiary Guarantors. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, the Subsidiary Guarantors shall execute the Guarantees endorsed on, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business a Global Security, in whole or in part, shall be made only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a Global Security shall be limited to transfers of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or 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 such registration shall be noted on the day register for the Securities. (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 Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such mailingregistration of transfers and exchanges need not be made. (f) Notwithstanding any other provision of this Indenture or the Securities, (ii) selected for redemption the Securities may not be transferred or exchanged in whole or in part pursuant other than to Article Three(i) the Company or a subsidiary thereof or (ii) a “qualified institutional buyer” as defined in Rule 144A, except purchasing for its own account or for the unredeemed portion account of a qualified institutional buyer to whom notice is given that the transfer or exchange is being made in reliance on Rule 144A. Whenever any Security being redeemed is presented or surrendered for registration of transfer or for exchange for a Security registered in parta name other than that of the Holder, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of must be accompanied by a beneficial interest certificate in a Global Security shallsubstantially the form set forth in Exhibit B, by acceptance dated the date of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained surrender and signed by the Holder of such Global Security (or its agent)Security, and that ownership of a beneficial interest in the Security as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate. These transfer restrictions shall apply to any outstanding Security, regardless of whether such Security could otherwise be reflected in a book-entry system. Upon sold without registration under the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountAct.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewith. The Registrar or co-Registrar shall not be required to register with the transfer of or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any Security authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. (ib) during (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities 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 written instrument of transfer certificate each in the form included in Exhibit A, and completed in a manner satisfactory to the Company Registrar and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 2.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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. The Registrar or co-Registrar relation thereto; provided that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.03, 4.02(e), or 4.04. (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of (1) any Security (i) during Securities for a period beginning at the opening of business 15 days before the next preceding mailing of a notice of redemption Securities to be redeemed, or (2) any Securities or portions thereof in respect of Securities which a Change in Control Purchase Notice has been delivered and ending at not withdrawn by the close Holder thereof (except, in the case of business on the day purchase of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any a Security being redeemed in part, the portion thereof not to be purchased). (c) All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (iiid) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any exchange of Securities. (e) Each Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required agrees to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, indemnify the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate 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. (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 deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Trigger Event Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibit A-1 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereof, at the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount written direction of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such SecuritiesCompany , the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security pursuant to the persons designated terms of this section (f) and the Security is subsequently held by an Affiliate of the Company, the Legend shall be reinstated by the Holders Company. The Trustee and the Registrar 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 Securities any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so accepted Unrestricted Securities in if and when expressly required by the appropriate principal amountterms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof and shall promptly notify the party delivering the same of any non-compliance.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a written instrument of transfer certificate, in the form included in Exhibit B attached hereto, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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 therewithrelation thereto. The Neither the Company, any Registrar or co-Registrar nor the Trustee shall not be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice or Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of Control Offer the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or an Net Proceeds Offer if exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such Security is tendered transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any exchange of Securities. (c) Each Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by agrees to indemnify the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights AgreementCompany, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute Registrar and the Trustee will authenticate 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 deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03 hereof, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 hereof and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its best efforts to reinstate the persons designated Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.162.16 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the their transfer of such Securities or to exchange such Securities them for an equal principal amount of 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 transaction are met; provided. The Company shall execute and the Trustee shall authenticate and deliver, howeverin the name of the designated transferee or transferees, that one or more new Securities of any authorized denominations and of a like aggregate principal amount and bearing such legends as may be required by this Indenture. Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Registrar pursuant to Section 2.3. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar or co-Registrar, and the Securities shall be duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations of transfers and exchangesThe Company, the Company shall execute Trustee and the Trustee Registrar shall authenticate not be required to register the transfer of or exchange any Security that has been selected for repurchase or for which a Purchase Notice has been delivered, and not withdrawn, in accordance with this Indenture, except the unrepurchased portion of Securities at the Registrar’s or co-Registrar’s requestbeing repurchased in part. No service charge shall be made for any registration transfer, exchange or conversion of transfer or exchangeSecurities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable that may be imposed in connection therewith. The Registrar with any transfer, exchange or co-Registrar shall not be required to register the transfer conversion of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingSecurities, (ii) selected for redemption in whole or in part other than exchanges pursuant to Sections 2.10, 9.5 or 10.3, or Article ThreeIII, except the unredeemed portion of not involving any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount at the Registrar’s or co-Registrar’s requestmaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount at maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.6(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security Security, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (d) 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 a beneficial interest in the Security Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibit A setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Trustee, pursuant to a Company will issue andOrder, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Holders Company or an Affiliate of Securities so accepted Unrestricted Securities in the appropriate principal amountCompany, the Legend shall be reinstated.

Transfer and Exchange. Subject Where a Security is presented to Sections 2.15 the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements for such transfer are met. Notwithstanding any other provision of this Section 2.08, unless and 2.16until it is exchanged in whole or in part for Securities in definitive form, when a global Security representing all or a portion of the Securities of or within a series may not be transferred except as a whole by the depositary for such series to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor depositary for such series or a nominee of such successor depositary. Where Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities them for an equal aggregate principal amount of Securities of the same series of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested (other than with respect to a global Security, except as provided below or as otherwise specified as contemplated by Section 2.02) if its requirements for such transaction exchange are met; provided. The Registrar shall require, howeveramong other things, that the Securities any Security presented or surrendered for transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of appropriate transfer in form satisfactory to the Company and the Registrar documents duly endorsed, or co-Registrarbe accompanied by appropriate transfer documents duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewithrelation thereto. The Registrar or co-Registrar shall need not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption or purchase (except, in whole the case of Securities to be redeemed or purchased in part pursuant part, the portion thereof not to Article Three, except the unredeemed portion of be redeemed or purchased) any Security being in respect of which a notice requiring the purchase or redemption thereof by the Company at the option of the Holder has been given and not withdrawn by the Holder thereof in accordance with the terms of such Securities (except in the case of Securities to be so purchased or redeemed in part, and (iiithe portion thereof not to be so purchased or redeemed) or transfer or exchange Securities of any particular series during a Change period of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change 15 days before a selection of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance Securities of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required series to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (in whole, or its agent)in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. Successive registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. 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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-3 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the persons designated Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order made only in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted 2.12 and this Section 2.06(b). Transfers of a Global Securities in an aggregate principal amount equal Security shall be limited to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance transfers of such SecuritiesGlobal Security, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.in

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Original Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, subject to Section 2.12 hereof and the other provisions of this Section 2.06, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Original Principal Amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at to be redeemed or the close Repurchase Date or Fundamental Change Repurchase Date. (b) Transfers of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestexcept as set forth in Section 2.12, agree that be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole or in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (d) Except as otherwise set forth in this Indenture, any such action taken by a Holder shall be conclusive and binding upon such Holder and upon all future Holders and owners of a beneficial interest such Security and of any Securities issued in exchange or substitution therefor, irrespective of whether any notation in regard thereto is made upon such Security or any Security issued in exchange or substitution therefor. (e) Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Security 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. (f) No Registrar shall be required to be reflected make registrations of transfer or exchange of Securities during any periods designated in a book-entry system. Upon the occurrence text of the Exchange Offer Securities or in accordance this Indenture as periods during which such registration of transfers and exchanges need not be made. (g) 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 the DTC’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 Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 express requirements hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. 1. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute, the Guarantor shall execute an endorsement of the Guarantee on, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. Subject to Section 2.12 hereof, at the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, the Guarantor shall execute an endorsement of the Guarantee on, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Designated Event Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 (a) 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) and 2.16Section 8-401(a) of the UCC are met, when Securities are presented BTF shall execute and after BTF has executed, the Trustee shall authenticate and deliver to the Registrar Noteholder, in the name of the designated transferee or a co-Registrar with a request to register the transfer transferees, one or more new Table of such Securities or to exchange such Securities for an equal principal amount of Securities of other Contents Notes, in any authorized denominations, of the same Class and a like initial Invested Amount (or maximum Invested Amount, as the case may be). 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 Invested Amount (or maximum Invested Amount, as the case may be), upon surrender of the Notes to be exchanged at any office or agency of the Registrar or co-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, BTF shall register execute and after BTF has executed, the transfer or make Trustee shall authenticate and deliver to the Noteholder, the Notes which the Noteholder making the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities 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 Company and the Registrar or co-Registrar, Trustee duly executed by by, the Holder thereof or his such Holder’s attorney duly authorized in writing including writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the signature of a participant in a Signature Guarantee Medallion ProgramTrustee may require. To permit registrations of transfers and exchanges, the Company BTF shall execute and deliver to the Trustee shall authenticate Securities at or the Registrar’s or co-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 shall be the valid obligations of BTF, 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, but the Company Trustee 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. The Registrar or co-Registrar be, shall not be required to register the transfer of or exchange of any Security (i) during Note of any Series for a period beginning at the opening of business 15 days before preceding the mailing 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 BTF or the Registrar may require payment by the Noteholder of a notice sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of redemption Notes. (f) Unless otherwise provided in the applicable Series Supplement, registration of Securities and ending at transfer of Notes containing a legend relating to the close of business restrictions on the day transfer of such mailing, Notes (iiwhich legend shall be set forth in the applicable Series Supplement) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may shall be effected only through a book-entry system maintained by if the Holder of conditions set forth in such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountSeries Supplement are satisfied.

Transfer and Exchange. Subject (a) The Securities may not be transferred except in compliance with the legend contained in Exhibit A-1 unless otherwise determined by the Company in accordance with applicable law. The Securities may be transferred only in blocks having a principal amount (before giving effect to Sections 2.15 any partial redemption) of not less than $100,000. Any such transfer of the Securities in a block having a principal amount (before giving effect to any partial redemption) of less than $100,000 shall be deemed to be void and 2.16, when Securities are presented of no legal effect whatsoever. Any such transferee shall be deemed not to the Registrar or a co-Registrar with a request to register the transfer be holder of such Securities for any purpose, including but not limited to the receipt of payment on such Securities, and such transferee shall be deemed to have no interest whatsoever in such Securities. Prior to any distribution of the Securities following a Dissolution Event, the Company and the Trustee shall enter into a supplemental indenture pursuant to Section 9.01 to provide for the transfer restrictions and procedures with respect to the Securities substantially similar to those contained in the Declaration to the extent applicable in the circumstances existing at such time. (b) Upon surrender for registration of transfer of any Security at the office or agency of the Company maintained for the purpose pursuant to exchange such Securities for an equal principal amount Section 3.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominationsdenominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Registrar or co-Registrar Company shall register execute, and the transfer or make Trustee shall authenticate and deliver, the Securities which the holder making the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or co-Registrarduly executed, duly executed by the Holder holder thereof or his attorney duly authorized in writing including writing. All Non Book-Entry Capital Securities and Global Debentures issued upon any registration of transfer or exchange of Non Book-Entry Capital Securities or Global Debentures shall be the signature valid obligations of a participant in a Signature Guarantee Medallion Program. To permit registrations the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Non Book-Entry Capital Securities or Global Debentures surrendered upon such registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s transfer or co-Registrar’s requestexchange. No service charge shall be made to a holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. 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 Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Registrar Trustee shall have no obligation or co-Registrar duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Debenture) 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 Company shall not be required to (i) issue, register the transfer of or exchange of any Security (i) Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XI hereof and ending at the close of business on the day of such mailing, ; or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the ------------------------------------ (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof Securityholder or his attorney duly authorized in writing including by such Securityholder's attorney, at the signature office or agency of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesthe Company designated Registrar or co-registrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee Trustee, at the written direction of the Company, shall authenticate and deliver in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar, duly executed by the Securityholder or duly authorized in writing by such Securityholder's attorney, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections Section 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the hereof, (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with 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 such Xxxxxx's attorney duly authorized in writing including writing, at the signature office or agency of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesthe Company designated as Registrar or co-registrar pursuant to Section 2.06 hereof, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Securities from the Holder requesting such registration of transfer or exchange. (b) All Securities issued upon any transfer tax or similar governmental charge payable exchange of Securities in connection therewithaccordance with 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 Securities surrendered upon such registration of transfer or exchange. (c) At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Xxxxxx's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. (d) The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange of any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed pursuant to Article 3 of this Indenture. (e) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order made only in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer 2.15 hereof and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountthis Section 2.09.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Where Securities are presented to the Security Registrar or a co-Security Registrar with a request to register the a transfer of such Securities or to exchange such Securities them for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Security Registrar shall register the transfer or make the exchange as requested if its in accordance with the requirements of this Section 305. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, of any authorized denominations and of a like aggregate principal amount, at the Security Registrar's request. No service charge shall be made for such transaction are met; provided, however, that the Securities surrendered for any registration of transfer or exchange of Securities (except for any tax or other governmental charge that may be imposed in connection therewith), but the Issuer may require payment of a sum sufficient to cover any agency fee or similar charge payable in connection with any such registration of transfer or exchange of Securities pursuant to Sections 303, 305, 906, 1012, 1014 or 1108 not involving a transfer. Upon presentation for exchange or transfer of any Security as permitted by the terms of this Indenture and by any legend appearing on such Security, such Security shall be exchanged or transferred upon the Security Register and one or more new Securities shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Security shall be effective under this Indenture unless and until such Security has been registered in the name of such Person in the Security Register. Furthermore, the exchange or transfer of any Security shall not be effective under this Indenture unless the request for such exchange or transfer is made by the Holder or by a duly endorsed authorized attorney-in-fact at the office of the Security Registrar. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer or transfer, in form satisfactory to the Company Issuer and the Registrar or co-Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate All Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar Issuer shall not be required (i) to issue, register the transfer of of, or exchange of any Security (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 Securities selected for redemption under Section 1105 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a written instrument of transfer certificate, in the form included in Exhibit B attached hereto, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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 in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by imposed in relation thereto. Neither the Holder of such Global Security (or its agent)Company, and that ownership of a beneficial interest in any Registrar nor the Security Trustee shall be required to be reflected exchange or register a transfer of any Securities or portions thereof in respect of which a book-entry system. Upon Fundamental Change Purchase Notice has been delivered and not withdrawn by the occurrence Holder thereof (except, in the case of the Exchange Offer purchase of a Security in accordance with the Registration Rights Agreementpart, the Company will issue andportion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, upon receipt of an authentication order in accordance with Section 2.02 hereof, evidencing the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and surrendered upon such transfer or exchange. (b) unrestricted Securities in an aggregate principal amount equal Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the principal amount of Trustee such information as the Restricted Securities accepted for exchange Trustee may reasonably request in the Exchange Offer. Concurrently connection with the issuance delivery by such Registrar of such Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute Registrar and the Trustee will authenticate 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 opinions of counsel, certificates and deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders terms of, this Indenture (including if so requested by the Company exercising a right to require the delivery of Securities so accepted Unrestricted Securities in such items), and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to be reflected make registrations of transfer or exchange of Securities during any periods designated in a book-entry system. Upon the occurrence text of the Exchange Offer Securities or in accordance this Indenture as periods during which such registration of transfers and exchanges need not be made. (f) The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 express requirements hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12 hereof, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities 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 written instrument of transfer certificate in the form(s) included in Exhibit A and Exhibit B, as applicable, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 hereof, the Company Obligors shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer without charge, except that the Obligors or exchange, but the Company 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. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6, 3.11 or 9.5 hereof. Neither the Obligors, any Registrar nor the Trustee shall be required to exchange or register the a transfer of any Securities or exchange portions thereof in respect of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during which a Change of Control Purchase Notice or a notice in connection with an Asset Sale Offer has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or an Net Proceeds Offer if exchange of Securities shall be valid obligations of the Obligors, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such Security is tendered transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any exchange of Securities. (c) Each Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by agrees to indemnify the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute Obligors and the Trustee will authenticate and deliver to against any liability that may result from the persons designated by the Holders transfer, exchange or assignment of Securities so accepted Unrestricted Securities such Holder's Security in the appropriate principal amountviolation of any provision of this Indenture and/or applicable United States federal or state securities law.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. Subject to Section 2.12 hereof, at the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. 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 tax of any interest in any security (including any transfers between or similar governmental charge payable among Participants or beneficial owners of interest in connection therewithany 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 Registrar shall retain, in such form as it deems reasonable, copies of all letters, notices and other written communications received pursuant to Section 2.12 or co-Registrar this Section 2.06. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. The Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Fundamental Change Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) Prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision) if Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the Restrictive Legend, or if a book-entry systemrequest is made to remove the Restrictive Legend on a Security, the Securities so issued shall bear the Restrictive Legend, or the Restrictive Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, that neither the Restrictive Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Restrictive Legend. If the Restrictive Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its commercially reasonable efforts to reinstate the Restrictive Legend. Any Ordinary Shares issued upon conversion of the Securities that bear the Restrictive Legend shall bear a restricted legend substantially identical to the persons designated by Restrictive Legend (except that such Restrictive Legend shall not refer to any Ordinary Shares issuable upon conversion of the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountSecurities).

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains Outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order made only in accordance with Section 2.02 hereof2.12 and this Section 2.6(b). Transfers of a Global Security shall be limited to transfers of such Global Security, in whole or in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or 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 such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee will authenticate such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ae) one All Securities issued upon any registration of transfer or more Unrestricted Global exchange of Securities in an aggregate principal amount equal shall be the valid obligations of the Company, evidencing the same debt, and entitled to the principal amount same benefits under this Indenture, as the Securities surrendered upon such registration of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. Subject to Section 2.12 hereof, at the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Designated Event Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, 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 or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend, which Security, if a Global Security, to be in the persons designated form of an Unrestricted Global Security. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities 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 written instrument of transfer certificate each in the form included in Exhibit A, and completed in a manner satisfactory to the Company Registrar and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 2.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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. The Registrar or co-Registrar relation thereto; provided that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.14, 4.02(e) or 10.05. (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of (1) any Security (i) during Securities for a period beginning at the opening of business 15 days before the next preceding mailing of a notice of Securities to be redeemed, (2) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any a Security being redeemed in part, the portion thereof not to be redeemed), or (3) any Securities or portions thereof in respect of which a Designated Event Purchase Notice has been delivered and not withdrawn by the Holder thereof (iiiexcept, in the case of the purchase of a Security in part, the portion thereof not to be purchased). (c) during a Change All Securities issued upon any transfer or exchange of Control Offer Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or an Net Proceeds Offer if such Security is tendered exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any exchange of Securities. (e) Each Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required agrees to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, indemnify the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate 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. (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 deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of exchange satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange exchanges of any Securities in respect of which a Change of Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security (i) during a period beginning at remains outstanding and is held by or on behalf of the opening of business 15 days before the mailing Depositary, transfers of a notice of redemption of Securities and ending at the close of business on the day of such mailingGlobal Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.6(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole or in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (d) 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 a beneficial interest in the Security Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Security attached hereto as Exhibits B and C setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar the evidence required pursuant to the Legend and pursuant to Section 2.12. Upon (i) provision of such satisfactory evidence or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Company or an Affiliate of the Company, the Legend shall be reinstated. (g) Notwithstanding the provisions of Section 2.6(f) above or Sections 2.12(b) and (c) below, a pledge or other hypothecation of any Security to a bank or other financial institution that is either an accredited investor or a QIB, in connection with any bona fide margin agreement or other loan or financing arrangement shall not be deemed to constitute a "transfer" for purposes of this Indenture. Any foreclosure or other disposition of any Securities so pledged or otherwise hypothecated by such bank or other financial institution shall constitute a "transfer" for all purposes hereunder and shall be made only in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 applicable provisions hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) ---- upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall ---- authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of alike aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Designated Event Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption Redemption Notice of Securities to be redeemed. (a) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business a Global Security, in whole or in part, shall be made only in accordance with Section 2.12 and this Section 2.06(a). Transfers of a Global Security shall be limited to transfers of such Global Security in whole or in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (b) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the day register for the Securities. (c) 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 Securities upon transfer or exchange of Securities. (d) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. (e) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Security attached hereto as Exhibits A and B setting forth such restrictions (collectively, the "Legend"), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an opinion of counsel, as may be reasonably required by the Company and the Registrar and the Trustee (if not the same Person as the Trustee), 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such mailingsatisfactory evidence, (ii) selected for redemption in whole the expiration of two years after the later of the last date on which the Securities were originally issued and the last date on which the Company, or in part pursuant to Article Threeany of its Affiliates, except were the unredeemed portion owner of any Security being redeemed in part, and Securities or (iii) during a Change notification by the Company to the Trustee and Registrar of Control Offer or an Net Proceeds Offer if the sale of such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance registration statement that is effective at the time of such beneficial interestsale, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent)Trustee, and that ownership of a beneficial interest in at the Security shall be required to be reflected in a book-entry system. Upon the occurrence written direction of the Exchange Offer in accordance with the Registration Rights AgreementCompany, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Holders Company or an Affiliate of Securities so accepted Unrestricted Securities in the appropriate principal amountCompany, the Legend shall be reinstated.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terns of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series and 2.16tenor having authorized denominations and an equal aggregate principal amount, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer upon surrender of such Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Upon surrender for registration of transfer of any Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or to exchange such Securities for an equal principal amount of transferees, one or more new Securities of other the same series, of any authorized denominationsdenominations and of like tenor and aggregate principal amount. All Securities presented for registration of transfer, the Registrar exchange, redemption or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar Trustee or co-Registrar, in such form that may be set forth as an exhibit to a supplemental indenture relating to such Securities (if applicable) duly executed by by, the Holder thereof holder or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the The Company 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. The Registrar with any exchange or co-Registrar shall not be required to register the registration of transfer of or exchange Securities. No service charge shall be made for any such transaction. Notwithstanding any other provision of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities this Section 2.07, unless and ending at the close of business on the day of such mailing, (ii) selected for redemption until it is exchanged in whole or in part pursuant to Article Threefor Securities in definitive registered form, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, representing all or a portion of the Securities of a series may not be transferred except as a whole by acceptance the Depositary for such series to a nominee of such beneficial interest, agree Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Global Securities of any series notifies the Company that transfers of beneficial interests in it is unwilling or unable to continue as Depositary for such Global Securities may or if at any time the Depositary for such Global Securities shall no longer be effected only through eligible under applicable law, the Company shall appoint a book-entry system maintained successor Depositary eligible under applicable law with respect to such Global Securities. If a successor Depositary eligible under applicable law for such Global Securities is not appointed by the Holder Company within 90 days after the Company receives such notice or becomes aware of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreementineligibility, the Company will issue andexecute, and the Trustee, upon receipt of an the Company’s order for the authentication order in accordance with Section 2.02 hereofand delivery of definitive Securities of such series and tenor, the Trustee will authenticate (a) one or more Unrestricted Global and deliver definitive Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Securities, in exchange for such Global Securities. The Company may at any time and in its sole discretion and subject to the beneficial interests in procedures of the restricted Depositary determine that any Global Securities accepted of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for exchange the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver, Securities of such series and tenor in the Exchange Offer and (b) unrestricted Securities any authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Securities, in exchange for such Global Securities. Any time the Restricted Securities accepted of any series are not in the form of Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Securities without the legend required by Section 2.02 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture. If established by the Company pursuant to Section 2.03 with respect to any Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the Exchange Offersame series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Concurrently with the issuance of such SecuritiesThereupon, the Company shall execute, and the Trustee will cause shall authenticate and deliver, without service charge, (a) to the Person specified by such Depositary new Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (b) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of the applicable restricted Securities authenticated and delivered pursuant to clause (a) above. Securities issued in exchange for a Global Security pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. The Registrar shall not be required (i) to issue, authenticate, register the transfer of or exchange Securities of any series for a period of 15 days before a selection of such Securities to be reduced accordinglyredeemed or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part. The Trustee shall have no duty to monitor, and determine or inquire as to the Company will execute and 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 interests in any Global Note). Neither the Issuer, nor the Trustee will authenticate and deliver to or any other agent of the persons designated Issuer or any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountDepositary.

Transfer and Exchange. Subject (1) When a Security is presented to Sections 2.15 the Registrar or a co-registrar with a request to register the transfer thereof, the Registrar or co-registrar shall register the transfer as requested, and 2.16, when Securities are presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Securities or to exchange such Securities them for an equal principal amount of 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 transaction are met; provided, however, provided that the Securities every Security represented or surrendered for registration of transfer or exchange shall be duly endorsed or and 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 such Holder's attorney-in-fact duly authorized in writing including writing; provided, further, that the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s Registrar or co-Registrar’s requestregistrar, as the case may be, shall not register the transfer of such Security if such Security is a Restricted Security unless the conditions in Section 2.5(2) hereof shall have been satisfied. No service charge shall The Holder of each Security, including each Restricted Security, by such Holder's acceptance thereof, agrees to be made bound by the transfer restrictions set forth herein and in the legend on such Security. (2) Whenever any Restricted Security is presented or surrendered for any registration of transfer or exchangeexchange for a Security registered in a name other than that of the Holder, but the Company may require payment no registration of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate made unless: (a) one or more Unrestricted Global Securities in an aggregate principal amount equal The registered Holder presenting such Restricted Security for transfer shall have certified to the principal amount of Trustee in writing that the beneficial interests in registered Holder is transferring the restricted Global Securities accepted for exchange in Restricted Security to the Exchange Offer and Company; (b) unrestricted Securities The Trustee has received written certification from the registered Holder, and a written opinion of counsel acceptable in an aggregate principal amount equal form and substance to the principal amount Company and the Trustee, indicating that the transfer is being made pursuant to an available exemption from, or a transaction not otherwise subject to, the registration requirements of the Restricted Securities accepted for exchange in Act; or (c) In the Exchange Offer. Concurrently with the issuance case of such Rule 144A Securities, the registered Holder presenting such Restricted Security for transfer shall have certified to the Trustee will cause in writing that such registered Holder is transferring such Restricted Securities to a "qualified institutional buyer" (as defined in Rule 144A under the aggregate principal amount Securities Act) in compliance with the exemption from registration as provided by Rule 144A under the Securities Act. For purposes of this Section 2.5(2), such certification to the Trustee in writing shall be in the form of the applicable restricted Global Security to be reduced accordinglyTransfer Notice set forth on the reverse of such Security. (3) Each certificate evidencing Restricted Securities shall bear a legend in substantially the following form: THIS SECURITY HAS BEEN ACQUIRED BY THE HOLDER FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION. THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountAS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT OF THE COMPANY THAT: (I) IT HAS ACQUIRED A "RESTRICTED" SECURITY WHICH HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; (II) IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO ALTERNATIVE LIVING SERVICES, INC., (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) IN THE CASE OF A HOLDER WHO IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (D) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the --------------------- (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.6(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (d) 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 a beneficial interest in the Security Securities upon transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A- 2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereof, at the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount written direction of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such SecuritiesCompany, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Holders of Securities so accepted Unrestricted Securities in Company, the appropriate principal amountLegend shall be reinstated.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) Upon surrender for registration --------------------- of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Trustee duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by registrar pursuant to Section 2.03 or at the Holder thereof office or his attorney duly authorized agency referred to in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesSection 4.05, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of (a) Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or exchange a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Security (i) during Securities for a period beginning at the opening of business 15 days before a selection of Securities to be redeemed. (b) Notwithstanding any provision to the mailing contrary herein, so long as a global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a notice of redemption of Securities and ending at the close of business on the day of such mailingglobal Security, (ii) selected for redemption in whole or in part pursuant part, shall be made only in accordance with Section 2.11 and this Section 2.06(b). Transfers of a global Security shall be limited to Article Threetransfers of such global Security in whole, except the unredeemed portion of any Security being redeemed or in part, to nominees of the Depositary or to a successor of the Depositary or 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 such registration shall be noted on the register for the Securities. (iiid) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any Holder exchange of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security Securities. (or its agent), and that ownership of a beneficial interest in the Security e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibit A-1 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless (i) there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon the occurrence (i) provision of the Exchange Offer in accordance with the Registration Rights Agreementsuch satisfactory evidence, or (ii) notification by the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, to the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal and Registrar of effectiveness of a registration statement with respect to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause Trustee, at the aggregate principal amount written direction of the applicable restricted Global Security to be reduced accordinglyCompany, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If a Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Holders of Securities so accepted Unrestricted Securities in Company, the appropriate principal amountLegend shall be reinstated.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Original Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Original Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the persons designated Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of 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 transaction are metrequested; provided, however, that the Securities 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 written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. 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 Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout 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. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of (a) any Security (i) during Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of Securities to be redeemed, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any a Security being redeemed in part, and the portion not to be redeemed) or (iiic) during any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of Control Offer the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or an Net Proceeds Offer if exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such Security is tendered transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any exchange of Securities. (c) Each Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required agrees to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, indemnify the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate 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 deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company and the Registrar or co-RegistrarGuarantor shall execute, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at and the Registrar’s related Guarantee of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company and the Guarantor shall execute, and the Trustee shall authenticate and deliver, the Securities and the related Guarantee which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change of Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant part, shall be made only in accordance with Section 2.12 and this Section 2.6(b). Transfers of a Global Security shall be limited to Article Threetransfers of such Global Security, except the unredeemed portion of any Security being redeemed in whole or in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or 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 such registration shall be noted on the register for the Securities. (iiid) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered Any Registrar appointed pursuant to Section 2.3 shall provide to the Trustee such Change information as the Trustee may reasonably require in connection with the delivery by such Registrar of Control Offer Securities upon transfer or Net Proceeds Offer and not withdrawn. Any Holder exchange of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security Securities. (or its agent), and that ownership of a beneficial interest in the Security e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Security attached hereto as Exhibit A-1 and Exhibit A-2 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereof, at the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount written direction of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such SecuritiesCompany, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver to a Security that does not bear the persons designated Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Holders Company or an Affiliate of Securities so accepted Unrestricted Securities in the appropriate principal amountCompany, the Legend shall be reinstated.

Transfer and Exchange. Subject (a) Upon surrender for registration of transfer of any Security of any Series at the office or agency of the Applicable Issuer maintained for such purpose, such Issuer shall execute, and upon receipt of an Authentication Order, the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same Series of any authorized denomination or denominations, of like tenor and aggregate principal amount and, as to Sections 2.15 Guaranteed Securities, having endorsed thereon a Guarantee executed by the Guarantor. At the option of the Holder, Securities of any Series (other than a Global Security) may be exchanged for other Securities of the same Series of any authorized denomination or denominations of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the office or agency of the Applicable Issuer maintained for such purpose and, as to Guaranteed Securities having endorsed thereon a Guarantee executed by the Guarantor. Upon receipt at such office or agency of an appropriate request for exchange, the Applicable Issuer shall execute, and 2.16upon receipt of an Authentication Order, when the Trustee shall authenticate and deliver in the name of the exchanging Holder, one or more new Securities are presented of the appropriate Series of any authorized denomination or denominations of like tenor and aggregate principal amount to the Registrar Securities surrendered for exchange. Every Security presented or a co-Registrar with a request to register the surrendered for registration of transfer of or for exchange shall (if so required by such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsIssuer, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Applicable Issuer, the Registrar and the Registrar or co-RegistrarTrustee duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing including writing. (b) Upon the signature issuance of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesGlobal Security, the Company Depositary or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual Securities represented by the Global Security to the accounts of institutions that have accounts with the Depositary. The institutional accounts to be credited may be designated by the underwriter, underwriters, agent or agents for such Securities or, if the Securities are offered and sold directly by an Issuer, by the Applicable Issuer. Upon receipt of any payment in respect of a Global Security, the Depositary or its nominee will immediately credit the institutional accounts with amounts proportionate to their respective beneficial interests in the principal amount of the Global Security as shown in the records of the Depositary or its nominee. (c) Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Definitive Securities, a Global Security representing all or a portion of the Securities of a Series may not be transferred except as a whole by the Depositary for such Series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Series or a nominee of such successor Depositary. (d) If at any time the Depositary for the Securities of a Series notifies the Applicable Issuer that it is unwilling or unable to continue as Depositary for the Securities of such Series or if at any time the Depositary for the Securities of such Series shall execute no longer be eligible under Section 3.03(b), such Issuer shall appoint a successor Depositary with respect to the Securities of such Series. (e) The Applicable Issuer may at any time and in its sole discretion determine that Securities of any Series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Global Securities. In such event, the Applicable Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of Securities of such Series, will authenticate and deliver, Definitive Securities of such Series in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing Securities of such Series (which, in the case of Guaranteed Securities, shall have annexed thereto or endorsed thereon a Guarantee executed by the Guarantor) in exchange for such Global Security or Global Securities. (f) If specified by the Applicable Issuer pursuant to Section 3.01 with respect to a Series of Securities, the Depositary for such Series of Securities may surrender a Global Security for such Series of Securities in exchange in whole or in part for Definitive Securities of such Series on such terms as are acceptable to such Issuer and such Depositary. Thereupon, such Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge: (1) to each Person specified by such Depositary a new definitive Security or Securities at of the Registrar’s same Series (which, in the case of Guaranteed Securities, shall have annexed thereto or co-Registrar’s requestendorsed thereon a Guarantee executed by the Guarantor), of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (2) to such Depositary a new Global Security (which, in the case of Guaranteed Securities, shall have annexed thereto or endorsed thereon a Guarantee executed by the Guarantor) in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Definitive Securities delivered to Holders thereof. (g) Upon the exchange of a Global Security for Definitive Securities, such Global Security shall be cancelled by the Trustee. Definitive Securities exchanged for portions of a Global Security pursuant to this Section 3.06 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered. (h) No service charge shall be made to a holder of a beneficial interest in a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Company Issuer 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 or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.05 and 4.07). (i) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities shall be the valid obligations of the Applicable Issuer, evidencing the same indebtedness, and entitled to the same benefits under this Indenture and any Guarantees annexed thereto or endorsed thereon, as the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange. (j) The Registrar or co-Registrar shall not be required (A) to issue, to register the transfer of or to exchange of any Security (i) Securities during a period beginning at the opening of business 15 days before the mailing day of a notice of redemption any selection of Securities for redemption under Section 4.03 and ending at the close of business on the day of such mailingselection, (iiB) to register the transfer of or to exchange any Security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security being redeemed in partpart or (C) to register the transfer of or to exchange a Security between a Record Date and the next succeeding Interest Payment Date. (k) Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of, premium, if any, and interest on such Securities, payment of the redemption price of the Securities and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (iiil) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such The Trustee shall authenticate Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer Definitive Securities in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt provisions of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount3.03.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Section 2.12 hereof, (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-3 setting forth such restrictions (collectively, the "LEGEND"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, 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 or Rule 144 or that such Securities are not "RESTRICTED" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the persons designated Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. Subject to Section 2.12 hereof, at the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Designated Event Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security in whole, or in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee. (or its agent)c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the Register for the Securities. (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 a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. (e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the “Legend”), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, 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 or Rule 144 or that such Securities are not “restricted” within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend, which Security, if a Global Security, to be in the persons designated form of an Unrestricted Global Security. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented (a) Upon surrender for registration of transfer of any Security to the Registrar or a any co-Registrar with a request to register registrar, and satisfaction of the transfer of such Securities or to exchange such Securities for an equal principal amount of 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 transaction transfer set forth in this Section 2.6, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount. Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 6.10. Whenever any Securities are met; providedso surrendered for exchange, howeverthe Company shall execute, that and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered for upon such registration of transfer or exchange exchange. All Securities presented or surrendered for registration of transfer or for exchange, redemption or conversion shall (if so required by the Company or the Registrar) be duly endorsed endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, and the Registrar or co-Registrar, Securities shall be duly executed by the Holder Securityholder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge shall be made for any registration of transfer or exchangeexchange of Securities, but the Company 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 therewithwith any registration of transfer or exchange of Securities. Neither the Company nor the Trustee nor any Registrar or any Company registrar shall be required to exchange or register a transfer of (a) any Securities for a period of fifteen (15) days next preceding any selection of Securities to be redeemed or (b) any Securities or portions thereof called for redemption pursuant to Section 3.4, (c) any Securities or portion thereof surrendered for conversion pursuant to Article 4 or (d) any Securities or portions thereof tendered (and not withdrawn) for repurchase pursuant to Section 3.9(a) or Section 3.10. So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law and except as specified below, all Securities will be represented by a Security in global form registered in the name of the Depositary or the nominee of the Depositary (the "Global Note"). The Registrar transfer and exchange of beneficial interests in the Global Note shall be effected through the Depositary in accordance with this Indenture and the procedures of the Depositary therefor. Any person acquiring an interest in the Global Note through an offshore transaction pursuant to Regulation S of the Exchange Act may hold such interest through Cedel or co-Registrar Euroclear. The Trustee shall make appropriate endorsements to reflect increases or decreases in the principal amounts of the Global Note as set forth on the face of the Security to reflect any such transfers. Except as provided below, beneficial owners of the Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Securities in global form. (b) Any Security in global form may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Securities to be tradable on The PORTAL Market or required to register comply with any applicable law or any regulation thereunder or with the transfer of or exchange rules and regulations of any Security securities exchange or automated quotation system upon which the Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject. (ic) during Notwithstanding any other provisions of this Indenture, the Global Note may not be transferred as a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant except by the Depositary to Article Threea nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Note. Initially, except the unredeemed portion Global Note shall be issued to the Depositary, registered in the name of any Security being redeemed in partCede & Co., as the nominee of the Depositary, and (iii) during deposited with the Custodian for Cede & Co. If at any time the Depositary for the Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note, the Company may appoint a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant successor Depositary with respect to such Change of Control Offer or Net Proceeds Offer and Global Note. If a successor Depositary is not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained appointed by the Holder of Company within ninety (90) days after the Company receives such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreementnotice, the Company will issue andexecute, and the Trustee, upon receipt of an Officers' Certificate for the authentication order in accordance with Section 2.02 hereofand delivery of Securities, the Trustee will authenticate (a) one or more Unrestricted Global and deliver, Securities in an certificated form, in aggregate principal amount equal to the principal amount of the beneficial Global Note, in exchange for such Global Note. The Global Note will also be exchanged by the Company for Securities in certificated form if (1) the Company in its sole discretion determines at any time not to have all the Securities represented by such Global Note or (2) there has occurred and is continuing a default or an Event of Default with respect to the Securities. If a Security in certificated form is issued in exchange for any portion of the Global Note after 5:00 p.m., New York City time at the office or agency where such exchange occurs on or after any Record Date and before the opening of business at such office or agency on the next succeeding Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such Security, but will be payable on such Interest Payment Date, subject to the provisions of paragraphs 1 and 2 of the Security, only to the person to whom interest in respect of such portion of the Global Note is payable in accordance with the provisions of this Indenture and the Securities. Securities in certificated form issued in exchange for all or a part of the Global Note pursuant to this Section 2.6 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Securities in certificated form to the persons in whose names such Securities in certificated form are so registered. At such time as all interests in the restricted Global Note have been redeemed, converted, canceled, exchanged for Securities accepted for exchange in certificated form, or transferred to a transferee who receives Securities in certificated form thereof, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to Global Note is redeemed, converted, exchanged, repurchased or canceled, the principal amount of the Restricted Securities accepted for exchange Global Note shall, in the Exchange Offer. Concurrently accordance with the issuance of standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced and an endorsement shall be made on such SecuritiesGlobal Note, by the Trustee will cause or the aggregate principal amount Custodian, at the direction of the applicable restricted Global Trustee, to reflect such reduction. (d) Each Holder of a Security agrees to be reduced accordingly, and indemnify the Company will execute and the Trustee will authenticate against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States Federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in the Global Note) other than to require delivery of such certificates and deliver other documentation or evidence as are expressly required by, and to the persons designated do so if and when expressly required by the Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. Subject to Sections Section 2.15 and 2.16Section 2.16 hereof, when where Securities are presented to the Registrar or a co-Registrar with a request to register the their transfer of such Securities or to exchange such Securities them for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the Registrar’s requirements under this Indenture for such 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers transfer and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request or co-Registrarupon the Trustee’s requestreceipt of a Company Order therefor. The Company, the Registrar or the Trustee, as the case may be, shall not be required to register the transfer of or exchange any Security for which a Repurchase Notice has been delivered, and not withdrawn, in accordance with this Indenture, except if the Company has defaulted in the payment of the Fundamental Change Repurchase Price with respect to such Security or to the extent that a portion of such Security is not subject to such Repurchase Notice. No service charge shall be made for any registration transfer, exchange or conversion of transfer or exchangeSecurities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable that may be imposed in connection therewithwith any transfer, exchange or conversion of Securities, other than exchanges pursuant to Section 2.07, Section 2.10, Section 3.01, Section 9.04 or Section 10.02, in each case, not involving any transfer. The Registrar If a Holder of a Physical Security wishes at any time to transfer such Physical Security (or co-Registrar shall portion thereof) to a Person who is not be an Affiliate (that is required to register take delivery thereof in the form of a Physical Security) or wishes to exchange its Physical Security for a Global Security, such Holder shall, subject to the restrictions on transfer imposed by applicable securities laws, the procedures set forth herein and in such Physical Security and the rules of or the Depositary, and so long as the Securities are eligible for book-entry settlement with the Depositary, cause the exchange of any such Physical Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained Security. Upon receipt by the Registrar of (1) such Physical Security, duly endorsed as provided herein, (2) instructions from such Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, directing the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause increase the aggregate principal amount of the applicable restricted Global Security deposited with the Depositary or with the Trustee as custodian for the Depositary by the same aggregate principal amount as the Physical Security to be reduced accordinglyexchanged, such instructions to contain the name or names of a member of, or participant in, the Depositary that is designated as the transferee, the account of such member or participant and other appropriate delivery instructions, (3) in the case of a transfer, the assignment form on the back of the Physical Security completed in full, and (4) in the case of a transfer of Restricted Securities, an Affiliate Security, an SLP Security or a HH Security, such certifications or other information and/or legal opinions (which shall be required in the case of transfers of any Affiliate Security, SLP Security or HH Security by any Affiliated Entity, SLP Entity or HH Entity, as applicable, pursuant to Rule 144 under the Securities Act), as the Company will execute and may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (or in the case of an exchange, the date of the Resale Restriction Termination Date shall be on or prior to the date of such exchange), then the Trustee will authenticate shall cancel or cause to be canceled such Physical Security and deliver concurrently therewith shall cause, or direct the Registrar to cause, in accordance with the applicable procedures of the Depositary, an increase to the persons designated aggregate principal amount of the Global Security or issue a new Global Security by the Holders of Securities so accepted Unrestricted Securities same aggregate principal amount as the Physical Security canceled; provided, that in the appropriate principal amountcase of any transfer of an Affiliate Security, an SLP Security or a HH Security to a Person taking delivery thereof as a beneficial interest in a Global Security, any such transfer shall be made only either (i) in a transaction complying with Rule 144, (ii) pursuant to an effective registration statement, such effectiveness to be certified by the Company to the Trustee, or (iii) to Persons who agree to be bound by the restrictions applicable to such Holders for so long as such transferred securities constitutes “restricted securities.”