Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased).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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13Sections 2.16 and 2.17, when a Security is Securities are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of other authorized denominations, such the Registrar or co-Registrar shall promptly register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Issuer and the Registrar and or co-Registrar, duly executed by the Holder thereof or its his or her attorney duly authorized in writing. To permit registration registrations 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(a), the Company Issuer shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s or co-Registrar’s request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange, except that but the Company, the Trustee or any Registrar Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence connection therewith. The Registrar or co-Registrar shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 portions thereof in respect part pursuant to Article Three, except the unredeemed portion of which any Security being redeemed in part, and (iii) during a Fundamental Change Purchase Notice has been delivered of Control Offer, an Alternate Offer or an Asset Sale Offer if such Security is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and not withdrawn 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 thereof of such Global Security (exceptor its agent), in the case of the purchase and that ownership of a Security 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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject required to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected reflected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersa book-entry system.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that 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 transfer certificate each substantially certificate, in the form included in Exhibit AA attached hereto, and completed in a manner form reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.03, the Company shall execute andand the Trustee shall, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange , other than exchanges pursuant to Sections 2.11Section 2.10, 2.13(a)Section 10.05, 4.02(d) Article 3 or 11.06. (b) Article 4, in each case, not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 or Section 5.06 hereof shall provide to the Trustee such information as the Trustee may reasonably require request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ec) Each Holder of a Security agrees to indemnify the Company Company, each Registrar and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such opinions of counsel, certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this IndentureIndenture (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. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner Any Holder of a Global Security shall, by acceptance of such Global Security, an Agent Member or other Person with respect to the accuracy agree that transfers of the records of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depositary (or its nominee or agent), and that ownership of any Agent Member thereof, with respect to any ownership a beneficial interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject required to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected reflected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersa book-entry system.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13the provisions of Sections 2.14 and 2.15, when a Security is Securities are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of other authorized denominations, such the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Issuer and the Registrar and or co-Registrar, duly executed by the Holder thereof or its his attorney duly authorized in writing. To permit registration registrations 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(a), the Company Issuer shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s or co-Registrar’s request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange, except that but the Company, the Trustee or any Registrar Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Section 2.2, 2.10, 3.6, 4.17, 4.18 or 9.5). The Registrar or co-Registrar shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 portions thereof in respect part pursuant to Article Three, except the unredeemed portion of which any Security being redeemed in part, and (iii) during a Fundamental Change Purchase Notice has been delivered of Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn by the Holder thereof (exceptwithdrawn. A Global Security may be transferred, in whole but not in part, in the case manner provided in this Section 2.6(a), only to a nominee of the purchase Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the Issuer, or to a nominee of a Security in part, the portion thereof not to be purchased)such successor Depository. (cb) All If at any time the Depository for the Global Security or Securities issued upon any transfer notifies the Issuer that it is unwilling or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled unable to the same benefits under this Indenture continue as the Securities surrendered upon Depository for such registration of transfer Global Security or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect the Issuer becomes aware that the Depository has ceased to be a clearing agency registered under the delivery to any Agent MemberExchange Act, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or Issuer shall appoint a successor Depository with respect to such Global Security or Securities. All notices If a successor Depository for such Global Security or Securities has not been appointed within 90 days after the Issuer receives such notice or become aware of such ineligibility, the Issuer shall execute, and communications to be given the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of Securities, shall authenticate and make available for delivery, Securities in definitive form, in an aggregate principal amount at maturity equal to the Holders principal amount at maturity of the Global Security representing such Securities, in exchange for such Global Security. The Issuer shall reimburse the Registrar, the Depository and all payments to be made to Holders the Trustee for expenses they incur in respect documenting such exchanges and issuances of Securities in definitive form. The Issuer may at any time and in their sole discretion determine that the Securities shall no longer be given represented by such Global Security or made only Global Securities. In such event the Issuer will execute, and the Trustee, upon receipt of a written order for the authentication and delivery of individual Securities in exchange in whole or in part for such Global Security or Global Securities, will authenticate and make available for delivery individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or upon the order Global Securities in exchange for such Global Security or Global Securities. In any exchange provided for in any of the preceding two paragraphs, the Issuer will execute and the Trustee will authenticate and make available for delivery individual Securities in definitive registered Holders (which shall be form in authorized denominations. Upon the Depositary or its nominee in the case exchange of a Global Security). The rights of beneficial owners in any Security for individual Securities, such Global Security shall be exercised only through cancelled by the Depositary subject Trustee. Securities issued in exchange for a Global Security pursuant to this Section 2.6(b) shall be registered in such names and in such authorized denominations as the applicable rules and procedures of Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the DepositaryTrustee. The Trustee may rely and shall be fully protected make available for delivery such Securities to the Persons in relying upon information furnished by whose names such Securities are so registered. Neither the Depositary with respect Issuer, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to its Agent Members and or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownersownership interests.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when When a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.03, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections Section 2.11, 2.13(a), 4.02(d4.02(e) or 11.0610.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which (i) a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased)) or (ii) a notice of redemption has been delivered. (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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest (including Contingent Interest and Additional Interest, if any) in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration , at the office or agency of transfers the Company designated as Registrar or co-registrar pursuant to Section 2.03, the Company shall execute, and exchangesthe Trustee shall authenticate and deliver, upon surrender in the name of the designated transferee or transferees, one or more new Securities of any Security authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a)exchange, but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 not apply to any exchange pursuant to Sections 2.11execute, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased). (c) All or any Securities issued upon any transfer or exchange for a period of Securities shall be valid obligations of 15 days before 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. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder mailing of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersredeemed.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.03, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to thereto (other than any such taxes or other governmental charge payable upon exchange or transfer pursuant to Sections 2.112.10, 2.13(a2.12(a), 4.02(d) 4.02(e), or 11.064.04. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased).[reserved] (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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13Sections 2.15 and 2.16, when a Security is Securities are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of other authorized denominations, such the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Company and the Registrar and or co-Registrar, duly executed by the Holder thereof or its his attorney duly authorized in writingwriting including the signature of a participant in a Signature Guarantee Medallion Program. To permit registration registrations 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(a), the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s or co-Registrar’s request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence connection therewith. The Registrar or co-Registrar shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 portions thereof in respect part pursuant to Article Three, except the unredeemed portion of which any Security being redeemed in part, and (iii) during a Fundamental Change Purchase Notice has been delivered 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 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 thereof of such Global Security (exceptor its agent), and that ownership of a beneficial interest in the case Security shall be required to be reflected in a book-entry system. Upon the occurrence of the purchase of a Security Exchange Offer in partaccordance with the Registration Rights Agreement, the portion thereof not 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 purchased). (c) All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Companyreduced accordingly, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company will execute and the Trustee against any liability that may result from will authenticate and deliver to the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required persons designated by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any Holders of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest Securities so accepted Unrestricted Securities in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersappropriate principal amount.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained Except as set forth in Section 2.132.16 or as may be provided pursuant to Section 2.01, when a Security is Securities of any series are presented to a the Registrar with a the request to register a the transfer thereof of those Securities or to exchange such Security those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such those transactions are met; provided, however, that every Security the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instruction of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registration registrations of transfers and exchanges, upon surrender the Company shall execute Securities (and, if applicable, each Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities (other than Global Securities). No service charge shall be made to a Holder for any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a(except as otherwise expressly permitted herein), but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that connection therewith (other than such transfer tax or similar governmental charge payable on exchanges pursuant to Section 2.13, Section 5.07 or Section 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this sentence Indenture to the contrary, the Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). (c) All Securities issued upon any transfer or exchange of (a) any Security selected for redemption in whole or in part pursuant to Article V, except the unredeemed portion of any Security being redeemed in part or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities shall be valid obligations of the Company, evidencing the same debt and entitled series required pursuant to the same benefits under this Indenture as the Securities surrendered upon such registration terms thereof or of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar redemption of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications series to be given to redeemed and ending at the Holders and all payments to be made to Holders in respect close of business on the Securities shall be given or made only to or upon the order date of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersmailing.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is When Securities are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of other authorized denominations, such the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Company and the Registrar and or co-Registrar, duly executed by the Holder thereof or its his or her attorney duly authorized in writing. To permit registration registrations 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(a), the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's or co-Registrar's request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to connection therewith (other than any exchange such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to Sections 2.112.2, 2.13(a2.7, 2.10, 3.6, 5.15, 5.16 or 10.5), 4.02(d) . The Registrar or 11.06. (b) Neither the Company, any co-Registrar nor the Trustee 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 and (ii) selected for redemption in whole or portions thereof in respect part pursuant to Article Three, except the unredeemed portion of which a Fundamental Change Purchase Notice has been delivered and any Security being redeemed in part. A Global Security may be transferred, in whole but not withdrawn by the Holder thereof (exceptin part, in the case manner provided in this Section 2.6(a), only to a nominee of the purchase Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security selected or approved by the Company, or to a nominee of a Security in part, the portion thereof not to be purchased)such successor Depository. (cb) All If at any time the Depository for the Global Security or Securities notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or Securities or the Company becomes aware that the Depository has ceased to be a clearing agency registered under the Exchange Act, the Company shall appoint a successor Depository with respect to such Global Security or Securities. If a successor Depository for such Global Security or Securities has not been appointed within 120 days after the Company receives such notice or becomes aware of such ineligibility, the Company shall execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of Securities, shall authenticate and deliver, Securities in definitive form, in an aggregate principal amount at maturity equal to the principal amount at maturity of the Global Security representing such Securities, in exchange for such Global Security. The Company shall reimburse the Registrar, the Depository and the Trustee for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Company may at any time and in its sole discretion determine that the Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a written order for the authentication and delivery of individual Securities in exchange in whole or in part for such Global Security or Securities, will authenticate and deliver individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities in exchange for such Global Security or Securities. In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee. Securities issued upon any transfer or in exchange of Securities for a Global Security pursuant to this Section 2.6(b) shall be valid obligations registered in such names and in such authorized denominations as the Depository 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. None of the Company, evidencing the same debt and entitled to Trustee, any Paying Agent or the same benefits under this Indenture as the Securities surrendered upon such registration of transfer Registrar will have any responsibility or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken aspect of the records relating to or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any payments made on account of beneficial owner ownership interests of a Global SecuritySecurity or for maintaining, an Agent Member supervising or other Person with respect to the accuracy of the reviewing any records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect relating to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersownership interests.

Transfer and Exchange. (a) Subject The Securities are not negotiable instruments and cannot be transferred without the prior written consent of the Company (which consent shall not be unreasonably withheld). Requests to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a the Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make of any Security shall be: (i) made to the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied Registrar in writing on a form supplied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and Registrar; (ii) duly executed by the Holder thereof of the Security, as reflected on the Registrar’s records as of the date of receipt of such transfer request, or its such Holder’s attorney duly authorized in writing. To permit registration ; (iii) accompanied by the written consent of transfers the Company to the transfer (which consent may not be unreasonably withheld), unless the Company is then serving as Registrar; and (iv) if requested by the Company or the Registrar, (A) an opinion of Holder’s counsel (which counsel shall be reasonably acceptable to the requesting party) that the transfer does not violate any applicable securities laws and exchanges(B) a signature guarantee. (b) Upon transfer of a Security, upon surrender the Company, or the Registrar on behalf of the Company, will provide the new registered owner of the Security with a Written Confirmation that will evidence the transfer of the Security in the Securities Register and will establish a corresponding Account. (c) The Company or the Registrar may assess reasonable service charges to a Holder for any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a)exchange, and the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange pursuant to Sections 2.11, 2.13(aSection 9.5), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with With respect to the accuracy relevant Regular Record Date, the Company shall treat the Person listed on each Account maintained by the Registrar as the absolute owner of the records Security represented thereby for purposes of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or receiving payments thereon and for all other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownerspurposes whatsoever.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained Except as set forth in Section 2.13, when a Security is 2.17 or as may be provided pursuant to Section 2.01: When Securities of any series are presented to a the Registrar with a the request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that every Security the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instruction of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registration registrations of transfers and exchanges, upon surrender the Partnership, the Guarantor and the Subsidiary Guarantors shall execute and the Trustee shall authenticate Securities at the Registrar's written request and submission of the Securities or Global Securities. No service charge shall be made to a Holder for any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a(except as otherwise expressly permitted herein), but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar Partnership may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this sentence Indenture to the contrary, the Partnership shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange of (a) any Securities Security selected for redemption in whole or portions thereof in respect part pursuant to Article III, except the unredeemed portion of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a any Security being redeemed in part, or (b) any Security during the portion period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof not or of redemption of Securities of a series to be purchased)redeemed and ending at the close of business on the day of mailing. (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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is Where Notes are presented to a the Registrar with a request to register a transfer thereof or to exchange such Security them for an equal principal amount of Securities Notes of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its in accordance with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, OPTI shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of a like aggregate principal amount, at the Registrar’s request. No service charge shall be made for such transactions are met; provided, however, that every Security presented or surrendered for any registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(aNotes (except as otherwise expressly permitted herein), the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar but OPTI may require payment of a sum sufficient to cover any transfer tax agency fee or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to connection with any such registration of transfer or exchange of Notes (other than any agency fee or similar charge payable upon exchanges pursuant to Sections 2.112.10, 2.13(a), 4.02(d3.07 or 9.05) or 11.06. (b) Neither in accordance with an Asset Sale Offer pursuant to Section 4.10 or Change of Control Offer pursuant to Section 4.14, not involving a transfer. Upon presentation for exchange or transfer of any Note as permitted by the Companyterms of this Indenture and by any legend appearing on such Note, any Registrar nor the Trustee such Note shall be required to exchanged or transferred upon a register kept at the transfer corporate trust office of the Registrar (the “Security Register”) and one or exchange any Securities or portions thereof more new Notes shall be authenticated and issued in respect the name of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder holder thereof (except, in the case of exchanges only) or the purchase transferee, as the case may be. No exchange or transfer of a Note shall be effective under this Indenture unless and until such Note has been registered in the name of such Person in the Security in partRegister. Furthermore, the portion exchange or transfer of any Note shall not be effective under this Indenture unless the request for such exchange or transfer is made by the holder of such Note or by a duly authorized attorney-in-fact at the office of the Registrar. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by OPTI or the Registrar) be duly endorsed, or be accompanied by a written instrument or transfer, in form satisfactory to OPTI and the Registrar, duly executed by the holder thereof not to be purchased). (c) or his attorney duly authorized in writing. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the Company, OPTI evidencing the same debt indebtedness, and entitled to the same benefits under this Indenture Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide . In the event that OPTI delivers to the Trustee such information a copy of an Officers’ Certificate certifying that a registration statement under the Securities Act with respect to the Exchange Offer, or a Shelf Registration Statement, as the Trustee case may reasonably require be, has been declared effective by the SEC, and that OPTI has offered Exchange Notes to the holders of the Notes in connection accordance with the delivery by Exchange Offer or that Notes have been offered pursuant to such Registrar Shelf Registration Statement, the Trustee shall exchange or issue upon transfer, as the case may be, upon request of Securities any holder, such holder’s Notes for (i) in the case of an Exchange Offer, Exchange Notes upon transfer the terms set forth in the Exchange Offer or exchange of Securities. (eii) Each Holder in the case of a Security agrees transfer pursuant to indemnify a Shelf Registration Statement, Notes that comply with the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of requirements applicable following such Holder’s Security a transfer as set forth in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) Section 2.01(b). 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 Note (including any transfers between or among Agent Members Participants or other beneficial owners of interests in any Global SecurityNote) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12 hereof, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.03, the Company shall execute andexecute, and the Trustee upon receipt of a Company Order, the Trustee 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 Principal Amount at Maturity. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased). (c) All or any Securities issued upon any transfer or exchange for a period of Securities shall be valid obligations of 15 days before 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. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder mailing of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersredeemed.

Transfer and Exchange. (a) Subject The Company shall cause to compliance with any applicable additional requirements contained in Section 2.13, when be kept a Security is presented 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 of transfers of the Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, 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 request 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 register be exchanged at any Office or Agency. Whenever any Securities are 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 transfer thereof 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 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 Global Security are entitled to exchange such Security interests for Definitive Securities 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, denominations as such Registrar shall register the transfer Global Security or make the exchange as requested if its requirements for such transactions are metportion thereof to be exchanged; provided, however, that every 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 presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed returned by the Holder thereof Trustee to the Depositary, or its attorney duly authorized such other depositary in writing. To permit registration accordance with the instructions 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(a), the Company shall execute and, upon receipt referred to above. If a Security is issued in exchange for any portion of a Company OrderGlobal 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 Trustee shall authenticate Securities opening of a like aggregate principal amount business at a Registrar’s request. Any exchange such Office or transfer shall be without charge, except that Agency on the Company, the Trustee or any Registrar may require related proposed date for payment of a sum sufficient to cover any transfer tax interest or similar governmental charge that Defaulted Interest, as the case may be imposed in relation thereto; provided that this sentence be, interest shall not apply to any exchange pursuant to Sections 2.11be payable on such Interest Payment Date or proposed date for payment, 2.13(a)as the case may be, 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (exceptsuch Registered Security, in 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 purchase provisions of a Security in part, the portion thereof not to be purchased). (c) this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt and entitled entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. . Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (dif so required by the Company or the Registrar for such Security) Any Registrar appointed pursuant to Section 2.03 shall provide be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee Company and the Registrar for such information as Security duly executed by the Trustee Holder thereof or his attorney duly authorized in writing. No service charge by the Company shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may reasonably require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with the delivery by such Registrar any registration of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than exchanges pursuant to require delivery of such certificates and other documentation Sections 2.10 or evidence 5.7 not involving any transfer. Except as are expressly required by, and otherwise provided in or pursuant to do so if and when expressly required by the terms of, this Indenture, and the Company shall not be required (i) to examine issue, register the same to determine substantial compliance as to form with transfer of or exchange any Securities during a period beginning at the express requirements hereof. Neither opening of business 15 days before the Trustee nor any Agent, or any day of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner mailing of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption of Securities under Section 5.4 and ending at the close of business on the day of such mailing, or purchase(ii) to register the transfer of or the payment of exchange any amount Security selected for redemption in whole or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee part, except in the case of a Global Security). The rights any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of beneficial owners or exchange any Security which, in any Global Security shall be exercised only through accordance with its terms, has been surrendered for repayment at the Depositary subject to the applicable rules and procedures option of the Depositary. The Trustee may rely and shall Holder, except the portion, if any, of such Security not to be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersso repaid.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained The Securities shall be issued in Section 2.13, when registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a Registrar co-registrar with a request to register a transfer, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer thereof documents and the Registrar shall record in the Securities Register the transfer as requested if the requirements of Section 8-401(1) of the Uniform Commercial Code are met, and thereupon one or more new Securities in the same aggregate principal amount shall be issued to the designated assignee or transferee and the old Security will be returned to the Company. When Securities are presented to the Registrar or a co-registrar with a request to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested requested, in the same manner, if its the same requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's or co-registrar's request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar 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 that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee this Section. The Company shall not be required to make and the Registrar need not register the transfer transfers or exchanges of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof selected for redemption (except, in the case of the purchase of a Security Securities to be redeemed in part, the portion thereof not to be purchased). (credeemed) 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 treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. All Securities issued upon any transfer or exchange pursuant to the terms of Securities shall be valid obligations of the Company, evidencing this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13the provisions of Sections 2.15 and 2.16, when a Security is Securities are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of other authorized denominationsdenominations of the same series, such the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Company and the Registrar and or co-Registrar, duly executed by the Holder thereof or its his attorney duly authorized in writing. To permit registration registrations 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(a), the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's or co-Registrar's written request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence connection therewith (other than any such transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to Section 2.02, 2.10, 3.06, 4.05, 4.14, 4.19 or 10.05). The Registrar or co-Registrar shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). (c) All Securities issued upon any transfer 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 shall be valid obligations and ending at the close of business on the day of such mailing and (ii) selected for redemption in whole or in part pursuant to Article Three hereof, except the unredeemed portion of any Security being redeemed in part. Prior to the registration of any transfer by a Holder as provided herein, the Company, evidencing the same debt Trustee, and entitled any Agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Trustee, nor any such Agent shall be affected by notice to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) contrary. Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Global Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfershall, exchange or assignment by acceptance of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the accuracy of the records of the Depositary Depository (or its nominee or agent), and that ownership of any Agent Member thereof, with respect to any ownership a beneficial interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject required to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected reflected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersa book entry.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained The Securities shall be issued in Section 2.13, when registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a Registrar co-registrar with a request to register a transfer, the Registrar shall register the transfer thereof as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s or co-registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar 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 exchange pursuant to this Section (other than any such transfer taxes, assessments or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any payable upon exchange or transfer pursuant to Sections 2.113.06, 2.13(a4.06, 4.09 and 9.05), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee . The Company shall not be required to make and the Registrar need not register the transfer transfers or exchanges of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof selected for redemption (except, in the case of the purchase of a Security Securities to be redeemed in part, the portion thereof not to be purchased). (credeemed) 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 treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. All Securities issued upon any transfer or exchange pursuant to the terms of Securities this Indenture shall be valid obligations of the Company, evidencing evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit AD hereto, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.03, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections Section 2.11, 2.13(a2.13(b), 4.02(d3.03(c), 4.02(c) or 11.0610.06 unless, and to the extent, specified otherwise therein. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Repurchase Notice 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). (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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. . (g) Neither the Trustee nor any Agent, or any of their respective agents, Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject Securities may be transferred or exchanged only on the Securities register maintained pursuant to compliance with any applicable additional requirements contained in Section 2.13, when 2.03. Prior to due presentment of a Security is for registration of transfer, the Holder of any Securities, as shown on such Securities register, shall be deemed the absolute owner thereof for all purposes, and none of the Company, the Trustee, or any agent of the Company or the Trustee shall be affected by any notice to the contrary, and payment of or on account of the Principal or interest with respect to such Securities shall be made only to or in accordance with the written order of such Holder or of his attorney duly authorized in writing. All such payments shall satisfy and discharge the liabilities upon such Securities to the extent of the amounts so paid. When Securities are presented to the Registrar or a co-Registrar with a request to register a transfer thereof or to make an exchange such Security for an equal principal Principal amount of Securities of other authorized denominations, such the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions therefor are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed endorsed, or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner form satisfactory to such the Registrar and the Trustee duly executed by the Holder thereof or its his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a), the Company shall execute and, upon receipt of a Company Order, and issue and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's request. Any exchange or transfer No service charge to the Holder shall be without chargemade for any registration of transfer or exchange, except that but the Company, the Trustee or any Registrar Company may require from the transferring or exchanging Holder payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to connection therewith (other than any exchange such transfer taxes or similar governmental charges payable upon exchanges pursuant to Sections 2.112.10, 2.13(a8.05 or 9.06 hereof), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). (c) . All Securities issued upon any registration or transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Securities surrendered upon such registration of transfer or exchange. (d) Any . The Company shall not be required to and, without the prior written consent of the Company, the Registrar appointed pursuant to Section 2.03 shall provide to not be required to, register 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. (ei) Each Holder of any Securities selected for redemption under Section 9.02 hereof and (ii) any Securities during a Security agrees period commencing 15 days prior to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation date of any provision selection of this Indenture and/or applicable United States federal or state securities lawSecurities for redemption under Section 9.02 and ending at the close of business on such date of selection. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, Sections 2.15 and 2.16 when a Security is Notes are presented to the Registrar or a Registrar co-registrar with a request to register a transfer thereof or to exchange such Security them for an equal principal amount of Securities Notes of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that every Security any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instruction of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and the Trustee duly executed by the Holder thereof of such Note or by its attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, upon surrender the Company shall Issue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate, Notes at the Registrar's request. The Trustee shall notify the Company of all such registered transfers and exchanges. Neither the Company nor the Registrar shall be required to issue, register the transfer of or exchange any Note (i) during a period beginning at the opening of business on the day that the Trustee receives notice of any Security redemption from the Company and ending at the close of business on the day the notice of redemption is sent to Holders, (ii) selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part may be transferred or exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a(except as otherwise expressly permitted herein), but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Sections 2.11Section 2.10, 2.13(a3.06 or 9.05, which the Company shall pay). Prior to due presentment for registration of transfer of any Note, 4.02(d) the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or 11.06. (b) Neither not such Note shall be overdue and notwithstanding any notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any Registrar nor co-registrar) for the Trustee purpose of receiving payment of principal of, and premium, if any, and interest on, such Note and for all other purposes, and notice to the contrary shall be required to register not affect the transfer of Trustee, any Agent or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12 hereof, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Note, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney such Holder’s attorney-in-fact duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company-designated Registrar or co-Registrar pursuant to Section 2.03(a)2.04, (i) the Company shall execute andexecute, and the Trustee (or any authenticating agent) upon receipt of a Company Order, the Trustee Order shall authenticate Securities and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of a like aggregate principal amount at a Registrar’s requestand 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. Any exchange or transfer No service charge shall be without charge, except that imposed by the Company, the Trustee Guarantors, the Trustee, the Registrar, any co-Registrar or the Paying Agent for any Registrar registration of transfer or exchange of the Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge that required in connection therewith 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 imposed 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 relation thereto; provided 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 this sentence the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. The Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register make, and the transfer Registrar need not register, transfers or exchanges of any Note surrendered for conversion or exchange any Securities or portions thereof Note in respect of which a Fundamental Change Purchase Notice has been delivered given and not validly withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of a Note to be converted or purchased in part by the purchase of a Security in partCompany, the portion thereof of such Note not to be so converted or purchased). (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, 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 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on 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 exchangeRegister. (d) Any Registrar appointed pursuant to Section 2.03 2.04 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities the Notes upon transfer or exchange of Securitiesthe Notes. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that 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 transfer certificate each substantially certificate, in the form included in Exhibit AB attached hereto, and completed in a manner form reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.3, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange , other than exchanges pursuant to Sections 2.11Section 2.10, 2.13(a)Section 13.5, 4.02(d) Article 3, Article 5 or 11.06. (b) Article 7, in each case, not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of (i) any Securities for a period of 15 days preceding any mailing of a notice of Securities to be redeemed, (ii) any Securities or exchange portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion thereof not to be redeemed) or (iii) any Securities or portions thereof in respect of which a Fundamental Change Purchase Put Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security 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 registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 2.3 or Section 9.6 hereof shall provide to the Trustee such information as the Trustee may reasonably require request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such opinions of counsel, certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this IndentureIndenture (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. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner Any Holder of a Global Security shall, by acceptance of such Global Security, an Agent Member or other Person with respect to agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the accuracy of the records of the Depositary Depository (or its nominee or agent), and that ownership of any Agent Member thereof, with respect to any ownership a beneficial interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject required to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected reflected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersa book-entry system.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained The Securities shall be issued in Section 2.13, when registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a Registrar co-registrar with a request to register a transfer, the Registrar shall register the transfer thereof as requested if the requirements of this Indenture are met and if the transferee certifies to the Issuer and Registrar that: (i) under the terms of the Security, 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 with a request to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company Issuer shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate and deliver Securities of a like aggregate principal amount at a the Registrar’s or co-registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar 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 that may be imposed in relation thereto; provided that this sentence payable upon exchange or transfer pursuant to Section 4.08 and Section 9.04) . The Issuer shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 exchange any Securities 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 portions thereof in respect not presentation of which a Fundamental Change Purchase Notice has been delivered such Security is overdue, and not withdrawn by the Holder thereof (except, in the case none of the purchase of a Security in partIssuer, the portion thereof not Trustee, any Paying Agent, the Registrar or any co-registrar shall be affected by notice to be purchased). (c) the contrary. All Securities issued upon any transfer or exchange pursuant to the terms of Securities this Indenture shall be valid obligations of the Company, evidencing evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members participants in DTC or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained Except as set forth in Section 2.13, when a Security is 2.17 or as may be provided pursuant to Section 2.01: When Securities of any series are presented to a the Registrar with a the request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that every Security the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instruction of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registration registrations of transfers and exchanges, upon surrender the Company shall execute Securities (and if applicable, each Subsidiary Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or Global Securities. No service charge shall be made to a Holder for any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a(except as otherwise expressly permitted herein), but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.12, Section 3.07 or Section 9.05). The Trustee shall authenticate such Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this sentence Indenture to the contrary, the Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange of (a) any Securities Security selected for redemption in whole or portions thereof in respect part pursuant to Article III, except the unredeemed portion of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a any Security being redeemed in part, or (b) any Security during the portion period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof not or of redemption of Securities of a series to be purchased)redeemed and ending at the close of business on the day of mailing. (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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject Upon surrender for --------------------- registration of transfer of any Security at the office or agency of ▇▇▇▇ ▇▇ designated as Registrar or co-registrar pursuant to compliance with any applicable additional requirements contained Section 2.03 or at the office or agency referred to in Section 2.134.05, when ▇▇▇▇ ▇▇ shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a Security 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, ▇▇▇▇ ▇▇ 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 a the Registrar with a request the request: (x) to register a the transfer thereof of such Securities; or (y) to exchange such Security Securities for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security the Securities presented or surrendered for registration register of transfer or exchange exchange: (i) shall be duly endorsed or accompanied by an assignment a written instruction of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and the Trustee, duly executed by the Holder thereof or its attorney by his attorney, duly authorized in writing. To permit 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(a), the Company shall execute ; and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (bii) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of Transfer Restricted Securities, shall be accompanied by the purchase of a Security in partfollowing additional information and documents, the portion thereof not to be purchased).as applicable: (cA) All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled if such Transfer Restricted Security is being delivered to the same benefits under this Indenture as Registrar by a Holder for registration in the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment name of such Holder’s Security , without transfer, a certification from such Holder to that effect (in violation substantially the form of any provision of this Indenture and/or applicable United States federal Exhibit B hereto); or state securities law.--------- (fB) The Trustee shall have no obligation or duty if such Transfer Restricted Security is being transferred to monitor, determine or inquire a qualified institutional buyer (as to compliance with any restrictions on transfer imposed defined in Rule 144A under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchaseAct) or institutional accredited investor within the payment meaning of any amount Rule 501(a)(1), (2), (3) or delivery of any Securities (or other security or property7) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given Act, in accordance with Rule 144A under the Securities Act or made only pursuant to an exemption from registration in accordance with Rules 144 or upon 145, Regulation D or Regulation S under the order Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect (in substantially the form of the registered Holders (which shall be the Depositary or its nominee in the case of a Global SecurityExhibit B --------- hereto). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer in compliance with any applicable additional requirements contained in Section 2.13, when the Appendix. When a Security is presented to the Registrar or a Registrar co-registrar with a request to register a transfer, the Registrar shall register the transfer thereof as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security exchanges for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a)other Securities, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrarthe Company’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar The Company may require the Securityholders to make a 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 (other than any such transfer taxes, assessments or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall payable upon exchanges not apply to involving any exchange transfer pursuant to Sections 2.112.06, 2.13(a2.07, 2.09, 3.06, 4.03, 4.04, 9.05, 13.03(b) and 14.02(c) of this Indenture or Sections 2.3 or 2.4 of the Appendix), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee . The Company shall not be required to make and the Registrar need not register the transfer transfers or exchanges for other Securities of or exchange (i) any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof selected for redemption (except, in the case of the purchase of a Security Securities to be redeemed in part, the portion thereof not to be purchased). redeemed) or (cii) 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 REIT, the Guarantors, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the REIT, the Guarantors, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in the Global Security may be effected only through a book-entry system maintained by (a) the holder of such Global Security (or its agent) or (b) any holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange for other Securities pursuant to the terms of Securities this Indenture shall be valid obligations of the Company, evidencing evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the 11 18 Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.03, the Company shall execute andexecute, and the Trustee upon receipt of a Company Order, the Trustee 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 Principal Amount at Maturity. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (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 registration of transfer or exchange of Securities. (e) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company and the Trustee against any liability that may result from the registration text of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) in this Indenture as periods during which such registration of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices transfers and communications to exchanges need not be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersmade.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that 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 transfer certificate each substantially certificate, in the form included in Exhibit AA attached hereto, and completed in a manner form reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.03, the Company shall execute andand the Trustee shall, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange , other than exchanges pursuant to Sections 2.11Section 2.10, 2.13(a)Section 10.05, 4.02(d) Article 3 or 11.06. (b) Article 5, in each case, not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 or Section 6.06 hereof shall provide to the Trustee such information as the Trustee may reasonably require request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each . Any Holder of a Global Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfershall, exchange or assignment by acceptance of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy agree that transfers of the records of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depositary (or its nominee or agent), and that ownership of any Agent Member thereof, with respect to any ownership a beneficial interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject required to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected reflected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersa book-entry system.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered Upon surrender for registration of --------------------- transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner reasonably satisfactory to such Registrar and the Trustee duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration , at the office or agency of transfers the Company designated as Registrar or co-registrar pursuant to Section 2.03 or at the office or agency referred to in Section 4.05, the Company shall execute, and exchangesthe Trustee shall authenticate and deliver, upon surrender in the name of the designated transferee or transferees, one or more new Securities of any Security authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a)exchange, but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 Company shall not apply be required to any exchange pursuant make, and the Registrar need not register, transfers or exchanges of (a) Securities selected for redemption (except, in the case of Securities to Sections 2.11be redeemed in part, 2.13(athe portion thereof not to be redeemed), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Purchase Notice or a Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased). ) or (c) All any Securities issued upon for a period of 15 days before the mailing of a notice of redemption. Notwithstanding any transfer provision to the contrary herein, so long as a global Security remains outstanding and is held by or exchange on behalf of Securities the Depositary, transfers of a global Security, in whole or in part, shall be valid obligations of the Company, evidencing the same debt made only in accordance with Section 2.11 and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder 2.06. Transfers of a global Security agrees shall be limited to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment transfers of such Holder’s global Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agentwhole, or any of their respective agentsin part, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records nominees of the Depositary or its nominee or to a successor of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownerssuch successor's nominee.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered Upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.03, the Company shall execute andexecute, and the Trustee upon receipt of a Company Order, the Trustee 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 Principal Amount at Maturity. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (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 registration of transfer or exchange of Securities. (e) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company text of the Securities or in this Indenture as periods during which such registration of transfers and the Trustee against any liability that may result from exchanges need not be made. (f) If Securities are issued upon the registration of transfer, exchange or assignment 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 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 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 Holder’s satisfactory evidence, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security in violation pursuant to a registration statement that is effective at the time of any provision such sale, the Trustee, upon receipt of this Indenture and/or applicable United States federal or state securities law. (f) 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 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 Agent Members Depositary participants or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; providedPROVIDED, howeverHOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit EXHIBIT A, and completed in a manner form satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.3, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in relation thereto; provided , and provided, that this sentence shall not apply to any exchange pursuant to Sections 2.11Section 2.7, 2.13(a2.10, 2.12(a)(1), 4.02(d3.6, 3.11, 4.2 (last paragraph) or 11.06. (b) 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or exchange any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Fundamental Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 benefits, and under identical terms under this Indenture Indenture, as the Securities surrendered upon such registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 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. (ec) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s 's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility for the actions or obligation to any beneficial owner omissions of a Global Securitythe Depositary, an Agent Member or other Person with respect to for the accuracy of the books or records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that 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 transfer certificate each substantially certificate, in the form included in Exhibit AA attached hereto, and completed in a manner form reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.03, the Company shall execute andand the Trustee shall, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange , other than exchanges pursuant to Sections 2.11Section 2.10, 2.13(a)Section 13.05, 4.02(d) Article 5 or 11.06. (b) Article 7, in each case, not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange any Securities or portions thereof selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities in respect of which a Repurchase Notice or Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 or Section 9.06 hereof shall provide to the Trustee such information as the Trustee may reasonably require request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such opinions of counsel, certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this IndentureIndenture (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. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner Any Holder of a Global Security shall, by acceptance of such Global Security, an Agent Member or other Person with respect to the accuracy agree that transfers of the records of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depositary (or its nominee or agent), and that ownership of any Agent Member thereof, with respect to any ownership a beneficial interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject required to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected reflected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersa book-entry system.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained Except as set forth in Section 2.132.16 or as may be provided pursuant to Section 2.01, when a Security is Securities of any series are presented to a the Registrar with a the request to register a the transfer thereof of those Securities or to exchange such Security those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such those transactions are met; provided, however, that every Security the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instruction of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registration registrations 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(a), the Company shall execute Securities and, upon receipt of a Company Order, the Trustee shall authenticate such Securities of a like aggregate principal amount at a the Registrar’s requestwritten request and submission of the Securities (other than Global Securities). Any exchange or transfer No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that connection therewith (other than such transfer tax or similar governmental charge payable on exchanges pursuant to Section 2.13, Section 5.07 or Section 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this sentence Indenture to the contrary, the Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). (c) All Securities issued upon any transfer or exchange of (a) any Security selected for redemption in whole or in part pursuant to Article V, except the unredeemed portion of any Security being redeemed in part or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities shall be valid obligations of the Company, evidencing the same debt and entitled series required pursuant to the same benefits under this Indenture as the Securities surrendered upon such registration terms thereof or of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar redemption of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications series to be given to redeemed and ending at the Holders and all payments to be made to Holders in respect close of business on the Securities shall be given or made only to or upon the order date of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersmailing.

Transfer and Exchange. (a) Subject Transfers of Global Securities will be limited to compliance transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Physical Securities in accordance with any applicable additional requirements contained in Section 2.13, when a Security is the Indenture. If Notes represented by Physical Securities are presented to a the Registrar with a request from the Holder of such Securities to register a transfer thereof or to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall will register the transfer or make the exchange as requested if its requirements in accordance with the Indenture. (b) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for such transactions are met; provided, however, that every Security presented another Note or surrendered for registration Notes of any authorized denomination in accordance with this Supplemental Indenture. The Registrar will promptly register any transfer or exchange shall that meets the requirements hereof by noting the same in the Notes register maintained by the Registrar. The transfer or exchange of any Note (or a beneficial interest therein) may only be duly endorsed or accompanied by an assignment form made in accordance with this Section 2.6 and Section 2.1(c) and 2.1(d), as applicable, and, if applicable, a transfer certificate each substantially in the form included in Exhibit Acase of a Global Note (or a beneficial interest therein), the applicable rules and completed in a manner satisfactory to such Registrar and duly executed by procedures of the Holder thereof or its attorney duly authorized in writing. Depository. (c) To permit registration registrations of transfers and exchanges, upon surrender the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’ and Registrar’s written request. (d) No service charge shall be made to a Holder for any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a)exchange, but the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of the Holder to pay a sum sufficient to cover any transfer tax assessments or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2 or 2.6 of this First Supplemental Indenture or Sections 2.08, 2.11, 2.13(a3.07 or 8.05 of the Base Indenture), 4.02(d) or 11.06. (be) Neither The Company (and the Company, any Registrar nor the Trustee Registrar) shall not be required to register the transfer of or exchange of any Securities or portions thereof in respect of which Note (A) for a Fundamental Change Purchase Notice has been delivered and not withdrawn by period beginning (1) 15 calendar days before the Holder thereof (except, in the case of the purchase mailing of a Security notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, the portion thereof not to be purchased). (cf) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (g) All Securities Notes issued upon any transfer or exchange pursuant to the terms of Securities this First Supplemental Indenture shall be valid obligations of the Company, evidencing evidence the same debt and shall be entitled to the same benefits under this First Supplemental Indenture as the Securities Notes surrendered upon such registration of transfer or exchange. (dh) Any Neither the Trustee nor the Registrar appointed pursuant shall have any responsibility or obligation to Section 2.03 shall provide any beneficial owner of a Global Note, a member of, or a participant in, the Depository or other Person with respect to the Trustee accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such information as Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may reasonably require rely and shall be fully protected in connection relying upon information furnished by the Depository with the delivery by such Registrar of Securities upon transfer or exchange of Securitiesrespect to its members, participants and any beneficial owners. (ei) Each Holder of a Security agrees to indemnify the Company and Neither the Trustee against any liability that may result from nor the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Security Note (including any transfers between or among Agent Members Depository participants, members or other beneficial owners of interests in any Global SecurityNote) 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 by, the terms of, of this First Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee Trustee, the Registrar nor any Agent, or any of their respective agents, agents shall have any responsibility for any actions taken or not taken by the DepositaryDepository. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is Where Securities are presented to a the Registrar with a request to register a transfer thereof or to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided. To permit registrations of transfers and exchanges, however, that every Security presented or surrendered the Company shall issue and the Trustee shall authenticate Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a(except as otherwise expressly permitted herein), but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to connection therewith (other than any exchange such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.112.10, 2.13(a3.06, 3.08, 5.02 or 11.05 hereof), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee . The Company shall not be required (i) to issue, register the transfer of, or exchange Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, or (ii) to exchange or register the transfer of any Security so selected for redemption in whole or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, except the unredeemed portion thereof not to be purchased)of any Security being redeemed in part. (ca) All Securities issued upon Notwithstanding any transfer provision to the contrary herein, so long as a Global Security remains outstanding and is held by or exchange of Securities shall be valid obligations on behalf of the CompanyDepositary, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member in whole or other Person in part, or of any beneficial interest therein, shall only be made in accordance with respect Section 2.01(b) and this Section 2.06(a); provided, however, that beneficial interests in a Global Security may be transferred to persons who take delivery thereof in the accuracy form of a beneficial interest in the records same Global Security in accordance with the transfer restrictions set forth under the heading "Notice to Investors" in the Offering Memorandum and, if applicable, in the Restricted Securities Legend. (i) Except for transfers or exchanges made in accordance with any of clauses (ii) through (iv) of this Section 2.06(a), transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depositary or its nominee or to a successor of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownerssuch successor's nominee.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered Upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder’s attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.03, the Company shall execute andexecute, and the Trustee upon receipt of a Company Order, the Trustee 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 Principal Amount at Maturity. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (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 registration of transfer or exchange of Securities. (e) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company text of the Securities or in this Indenture as periods during which such registration of transfers and the Trustee against any liability that may result from exchanges need not be made. (f) If Securities are issued upon the registration of transfer, exchange or assignment 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 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 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 Holder’s satisfactory evidence, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security in violation pursuant to a registration statement that is effective at the time of any provision such sale, the Trustee, upon receipt of this Indenture and/or applicable United States federal or state securities law. (f) 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 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 Agent Members Depositary participants or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13the provisions of Sections 2.15 and 2.16, when a Security is Securities are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of other authorized denominationsdenominations of the same series, such the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transaction are met; provided, however, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Company and the Registrar and or co-Registrar, duly executed by the Holder thereof or its his attorney duly authorized in writing. To permit registration registrations 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(a), the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s or co-Registrar’s request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may payable in connection therewith (other than any such transfer taxes or other governmental charge payable upon exchanges (without transfer to another Person) pursuant to Section 2.02, 2.10, 3.06, 4.16, 6.11 or 9.05, in which event the Company shall be imposed in relation thereto; provided that this sentence responsible for payment of any such taxes or charges). The Registrar or co-Registrar shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required (i) to register the transfer of or exchange any Securities Security selected for redemption, (ii) to register the transfer of or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by exchange any Security during the Holder thereof (except, in period beginning 15 days before the case making of the purchase notice of a Security in partredemption and ending on the day of such mailing, or (iii) to register the portion thereof not to be purchased). (c) All Securities issued upon any transfer or exchange of Securities shall be valid obligations of a Security between a record date and 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. (d) next succeeding Interest Payment Date. Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Global Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfershall, exchange or assignment by acceptance of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the accuracy of the records of the Depositary Depository (or its nominee or agent), and that ownership of any Agent Member thereof, with respect to any ownership a beneficial interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject required to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected reflected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersa book-entry system.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is Sections 2.16 and 2.17 where Securities are presented to the Registrar or a Registrar co-registrar with a request to register a the transfer thereof or to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instruction of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and the Trustee duly executed by the Holder Securityholder thereof or its his attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a), the Company shall execute and, upon receipt of a Company Order, issue and the Trustee shall authenticate Securities at the Registrar's request. (b) The Company and the Registrar shall not be required (i) to issue, to register the transfer of or to exchange Securities during a period beginning at the opening of business on a Business Day 15 days before the day of any selection of Securities for redemption pursuant to Article 3 and ending at the close of business on the day of selection, (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to register the transfer or exchange of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer Security between the Record Date and the next succeeding Interest Payment Date. (c) No service charge shall be without chargemade for any registration of a transfer or exchange (except as otherwise expressly permitted herein), except that but the Company, the Trustee or any Registrar Company may require payment by the Securityholder of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to any exchange connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.11Section 2.10, 2.13(a3.6 or 9.5), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify either of the Company and the Trustee against any liability that may result from the registration of transferGlobal Notes shall, exchange or assignment by acceptance of such Holder’s Security in violation Global Note, agree that transfers 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 such Global Security) other than to require delivery Note may be effected only through a book entry system maintained by the Holder of such certificates and other documentation Global Note (or evidence as are expressly required byits agent), and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner that ownership of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership beneficial interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications Global Note shall be required to be given to the Holders and all payments to be made to Holders reflected in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersbook entry.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained The Securities shall be issued in Section 2.13, when registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a Registrar co-registrar with a request to register a transfer, the Registrar shall register the transfer thereof as requested if the requirements of this Indenture are met and if the transferee certifies to the Issuer and Registrar that: (i) under the terms of the Security, the Person seeking registration of transfer is eligible to have the Security registered in its name, (ii) the endorsement 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 endorsement 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 with a request to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company Issuer shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate and deliver Securities of a like aggregate principal amount at a the Registrar’s or co-registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar 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 that may be imposed in relation thereto; provided that this sentence payable upon exchange or transfer pursuant to Section 4.04 and Section 9.05). The Issuer shall not apply be required to make and the Registrar need not register transfers or exchanges of Securities selected and delivered for redemption or any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06Securities for a period of 15 days before an Interest Payment Date. (b) Neither The following provisions shall apply with respect to the Company, registration of any proposed transfer of an Initial Security or an Additional Security to any Non-U.S. Person: (i) the Registrar nor the Trustee shall be required to register the transfer of any Initial Security or exchange any Additional Security, whether or not such Security bears the Restricted Securities or portions thereof Legend, if the proposed transferor has delivered to the Registrar a certificate substantially in respect the form of Exhibit 2; (ii) if the proposed transferee is a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an interest in a Fundamental Change Purchase Notice has been delivered and not withdrawn Regulation S Global Security upon receipt by the Holder thereof Registrar of (excepti) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.06(b)(i), the Registrar shall register the transfer and reflect on its books and records the date and an increase in the case principal amount of the purchase of a Regulation S Global Security in partan amount equal to the principal amount of definitive Securities to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be; (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.06(b)(i), the portion thereof not Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which such interests are to be purchased)transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred. (c) The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to a QIB (excluding Non-U.S. Persons): (i) if the Security to be transferred consists of (i) a definitive Security, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to the Trustee a certificate substantially in the form set forth in Exhibit 3 or (ii) an interest in the Restricted Global Security, the transfer of such interest may be effected only through the book entry system maintained by DTC; (ii) if the Security to be transferred consists of a definitive Security, upon receipt by the Registrar of instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the definitive Security, to be transferred, and the Trustee shall cancel the definitive Security so transferred; and (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of written instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Restricted Global Security in an amount equal to the principal amount of the Global Security to be transferred. (d) 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. (e) All Securities issued upon any transfer or exchange pursuant to the terms of Securities this Indenture shall be valid obligations of the Company, evidencing evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members participants in DTC or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall None of the Trustee, the Registrar, the Paying Agent or the Transfer Agent have no any responsibility or obligation to any beneficial owner of an interest in a Global Security, an Agent Member any agent member or other Person member of, or a participant in, DTC or other person with respect to the accuracy of the records of the Depositary DTC or its any nominee or of any Agent Member participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Memberagent member or other participant, member, beneficial owner or other Person person (other than the DepositaryDTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary DTC or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary DTC, subject to the its applicable rules and procedures of the Depositaryprocedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary DTC with respect to its Agent Members agent members and other members, participants and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner form satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.3, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in relation thereto; provided , and provided, that this sentence shall not apply to any exchange pursuant to Sections 2.11Section 2.10, 2.13(a2.12(a), 4.02(d3.6, 3.11, 4.2 (last paragraph) or 11.06. (b) 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of (i) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed, (ii) any Securities or exchange portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion thereof not to be redeemed) or (iii) any Securities or portions thereof in respect of which a Fundamental Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 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. (ec) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s 's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit AD hereto, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.03, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections Section 2.11, 2.13(a2.13(b), 4.02(d3.03(c), 4.02(c) or 11.0610.06 unless, and to the extent, specified otherwise therein. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Repurchase Notice 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). (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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.15 and Section 2.16 hereof, when a Security is where Securities are presented to a the Registrar with a request to register a their transfer thereof or to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements under this Indenture for such transactions transaction are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a), the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities at the Registrar’s request or upon the Trustee’s receipt of a like aggregate principal amount at a Registrar’s requestCompany Order therefor. Any exchange or transfer shall be without charge, except that the The Company, the Trustee Registrar or the Trustee, as the case may be, shall not be required to register the transfer of or exchange any Registrar 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 transfer, exchange or conversion of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment 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. If a Holder of a Physical Security wishes at any time to transfer such Holder’s Physical Security (or portion thereof) to a Person who is not an Affiliate or an SLP Entity (that is required to take delivery thereof in violation the form of any provision of this Indenture and/or applicable United States federal a Physical Security) or state securities law. (f) The Trustee shall have no obligation or duty wishes to monitorexchange its Physical Security for a Global Security after the Resale Restriction Termination Date, determine or inquire as such Holder shall, subject to compliance with any the restrictions on transfer imposed under this Indenture or under applicable law set forth herein and in such Physical Security and the rules of the Depositary, and so long as the Securities are eligible for book-entry settlement with respect to any transfer the Depositary, cause the exchange of any such Physical Security for a beneficial interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security. Upon receipt by the Registrar of (1) such Physical Security, an Agent Member or other Person with respect duly endorsed as provided herein, (2) instructions from such Holder directing the Trustee to increase the accuracy aggregate principal amount of the records of Global Security deposited with the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to Trustee as custodian for the delivery to any Agent Member, beneficial owner or other Person (other than Depositary by the Depositary) of any notice (including any notice of redemption or purchase) or same aggregate principal amount as the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications Physical Security to be given exchanged, such instructions to contain the Holders and all payments to be made to Holders in respect name or names of the Securities shall be given a member of, or made only to or upon the order of the registered Holders (which shall be participant in, the Depositary that is designated as the transferee, the account of such member or its nominee participant and other appropriate delivery instructions, (3) in the case of a Global 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 or an SLP Security). The rights of beneficial owners in any Global Security , such certifications or other information and/or legal opinions (which shall be exercised only through required in the Depositary case of transfers of any Affiliate Security or SLP Security by any Affiliated Entity or SLP Entity, as applicable, pursuant to Rule 144 under the Securities Act), as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (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 shall cancel or cause to be canceled such Physical Security and concurrently therewith shall cause, or direct the Registrar to cause, in accordance with the applicable rules and procedures of the Depositary. The Trustee may rely and , an increase to the aggregate principal amount of the Global Security or issue a new Global Security by the same aggregate principal amount as the Physical Security canceled; provided, that in the case of any transfer of an Affiliate Security or an SLP Security to a Person taking delivery thereof as a beneficial interest in a Global Security, any such transfer shall be fully protected made only pursuant either (i) in relying upon information furnished a transaction complying with Rule 144, (ii) pursuant to an effective registration statement, such effectiveness to be certified by the Depositary with respect Company to its Agent Members and any beneficial ownersthe 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.”

Transfer and Exchange. Subject to Section 2.12 hereof, ------------------------------------ (a) Subject to compliance with upon surrender for registration of transfer of any applicable additional requirements contained in Section 2.13Security, when a Security is presented to a Registrar together with a request written instrument of transfer satisfactory to register a transfer thereof 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 exchange such Security for an equal principal amount 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 of other any authorized denomination or denominations, such Registrar of a like aggregate Principal Amount at Maturity. The Company shall register the not charge a service charge for any registration of transfer or make exchange, but the exchange as requested if its requirements for such transactions are met; providedCompany may require payment of a sum sufficient to pay all taxes, however, assessments or other governmental charges that every Security presented or surrendered for may be imposed in connection with the registration of transfer or exchange shall of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be duly endorsed exchanged for other Securities of any authorized denomination or accompanied by an assignment form anddenominations, if applicableof a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an such office or agency maintained pursuant to Section 2.03(a)agency. Whenever any Securities are so surrendered for exchange, the Company shall execute andexecute, and the Trustee, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Companyand deliver, the Trustee or any Registrar may require payment of a sum sufficient Securities which the Holder making the exchange is entitled to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence receive. The Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (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 registration of transfer or exchange of Securities. (e) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company text of the Securities or in this Indenture as periods during which such registration of transfers and the Trustee against any liability that may result from exchanges need not be made. (f) If Securities are issued upon the registration of transfer, exchange or assignment replacement 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 Securities subject to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture 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 under applicable law with respect if a request is made to any transfer 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 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 Counsel, as are expressly required by, and to do so if and when expressly may be reasonably required by the terms ofCompany and the Registrar, this Indenture, and that neither the Legend nor the restrictions on transfer set forth therein are required to examine the same to determine substantial compliance as to form ensure that transfers thereof comply with the express requirements hereofprovisions 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. Neither Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee nor any Agentand Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, or any the Trustee, upon receipt of their respective agentsa Company Order, shall have responsibility for any actions taken or authenticate and deliver a Security that does not taken 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 Legend shall be reinstated by the DepositaryCompany. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; providedPROVIDED, howeverHOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate Transfer Certificate each substantially in the form included in Exhibit EXHIBIT A, and completed in a manner form satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)5.02, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in relation thereto; provided , and provided, that this sentence shall not apply to any exchange pursuant to Sections 2.11Section 2.06, 2.13(a2.09, 2.13(a)(1), 4.02(d) 3.06, 4.03(d), 5.11, 10.05 or 11.06. (b) 11.02. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange (a) any Securities or portions thereof selected or called for redemption (except, in respect the case of which redemption of a Fundamental Change Purchase Notice has been Security in part, the portion not to be redeemed) or (b) any Securities or portions thereof delivered and not withdrawn for repurchase by the Holder thereof (except, in the case of the purchase of a Security 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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 5.02 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. (ec) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder▇▇▇▇▇▇’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, of this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner form satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.3, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in relation thereto; provided and provided, that this sentence shall not apply to any exchange pursuant to Sections 2.11Section 2.10, 2.13(a2.12(a), 4.02(d3.6, 3.12, 4.2 (last paragraph) or 11.06. (b) 10.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of (i) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed, (ii) any Securities or exchange portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion thereof not to be redeemed) or (iii) any Securities or portions thereof in respect of which a Fundamental Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 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. (ec) Each Holder of a Security agrees to indemnify the Company and the Trustee and each Agent against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s 's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is When Securities are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof or to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements requirements, for such transactions are met; provided. To permit registrations of transfers and exchanges, however, that every Security the Company shall execute and the Trustee shall authenticate Securities at the Registrar's request. All Securities presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by an assignment a written instrument or instruments of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar the Company and the Trustee, duly executed by the Holder thereof or its his attorney duly authorized in writing. To permit 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(a), the The Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any registration of transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall exchange, but not apply to for any exchange pursuant to Sections 2.112.9, 2.13(a)3.5, 4.02(d) 4.15 or 11.06. 9.5 or any Tender not involving any transfer of Securities (b) Neither other than to the Company). No service charge shall be made for any such transaction. In the case of any Security which is Tendered in part only, any Registrar nor upon such Tender the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, without service charge, a new Security or Securities of any authorized denomination as requested by such Holder in aggregate principal amount equal to the non-Tendered portion of the principal of such Security. No Securities will be required to register issued in denominations of less than $1000 upon tender of the transfer of or exchange Securities nor shall any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn cash be paid by the Holder thereof (except, Company in the case connection with a tender of the purchase Securities in payment of a Security the Exercise Price of the Warrants other than in part, the portion thereof not to be purchased). (c) 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 same benefits under this Indenture Indenture, as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject 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 Section 8-401(a) of the UCC are met, HVF shall execute and after HVF has executed, the Trustee shall authenticate and deliver to compliance with the Noteholder, in the name of the designated transferee or transferees, one or more new Notes, in any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, of the same Class and a like Initial Principal Amount. At the option of any Noteholder, Notes may be exchanged for other Notes of the same Series and Class in authorized denominations of like Initial Principal Amount, upon surrender of the Notes to be exchanged at any office or agency of the Registrar maintained for such Registrar purpose. Whenever Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, HVF shall register execute and after HVF 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 transactions are met; provided, however, that every Security 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 an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and the Trustee duly executed by by, the Holder thereof or its such Holder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Trustee may require. To permit 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(a), the Company HVF shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, and deliver to the Trustee or any Registrar may require payment of a sum sufficient the Registrar, as applicable, Notes in such amounts and at such times as are necessary to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor enable the Trustee shall be required to register fulfill its responsibilities under this Indenture and the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased)Notes. (c) All Securities Notes issued upon any registration of transfer or exchange of Securities the Notes shall be the valid obligations of the CompanyHVF, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to The preceding provisions of this Section 2.03 shall provide to 2.8 notwithstanding, the Trustee such information or the Registrar, as the Trustee case may reasonably require in connection with be, shall not be required to register the delivery by such Registrar of Securities upon transfer or exchange of Securitiesany Note of any Series for a period of 15 days preceding the due date for payment in full of the Notes of such Series. (e) Each Holder Unless otherwise provided in the applicable Series Supplement, no service charge shall be payable for any registration of transfer or exchange of Notes, but HVF or the Registrar may require payment by the Noteholder of a Security agrees sum sufficient to indemnify the Company and the Trustee against cover any liability tax or governmental charge that may result from the registration be imposed in connection with any transfer or exchange of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawNotes. (f) The Trustee shall have no obligation or duty Unless otherwise provided in the applicable Series Supplement, registration of transfer of Notes containing a legend relating to monitor, determine or inquire as to compliance with any the 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 Notes (which legend shall be set forth in the applicable Series Supplement) shall be effected only if the conditions set forth in such applicable Series Supplement are satisfied. Notwithstanding any other provision of this Section 2.8 and other documentation except as otherwise provided in Section 2.13, the typewritten Note or evidence as are expressly required byNotes representing Book-Entry Notes for any Series may be transferred, and in whole but not in part, only to do so if and when expressly required by another nominee of the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any AgentClearing Agency for such Series, or any to a successor Clearing Agency for such Series selected or approved by HVF or to a nominee of their respective agentssuch successor Clearing Agency, shall have responsibility for any actions taken or not taken by the Depositaryonly if in accordance with this Section 2.8 and Section 2.12. (g) The If the Notes are listed on the Luxembourg Stock Exchange, the Trustee or the Luxembourg Agent, as the case may be, shall have no responsibility send to HVF upon any transfer or obligation to exchange of any beneficial owner of a Global Security, an Agent Member or other Person with respect to Note information reflected in the accuracy copy of the records of register for the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in Notes maintained by the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) Registrar or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in Luxembourg Agent, as the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersbe.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered Upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.03 hereof, the Company shall execute andexecute, and the Trustee upon receipt of a Company Order, the Trustee 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 Principal Amount at Maturity. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.12 hereof 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (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 registration of transfer or exchange of Securities. (e) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company text of the Securities or in this Indenture as periods during which such registration of transfers and the Trustee against any liability that may result from exchanges need not be made. (f) If Securities are issued upon the registration of transfer, exchange or assignment 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 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 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 Holder’s satisfactory evidence, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security in violation pursuant to a registration statement that is effective at the time of any provision such sale, the Trustee, upon receipt of this Indenture and/or applicable United States federal or state securities law. (f) 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 an Affiliate of the Company, the Company shall use reasonable 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 Agent Members Depositary participants or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.03, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11Section 2.10, 2.13(a2.12(a), 4.02(d3.05, 4.02(e) or 11.0611.05. (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Repurchase Notice 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). (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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify and hold harmless the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, 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 like tenor and 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 like tenor and aggregate principal amount, upon surrender of the Securities to compliance with be exchanged at such office or agency. Whenever any applicable additional requirements contained in Section 2.13Securities are so surrendered for exchange, when a Security the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is presented entitled to a Registrar with a request to register a receive. All Securities issued upon any registration of transfer thereof or to exchange such Security for an equal principal amount of Securities shall be the valid obligations of other authorized denominationsthe Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such Registrar shall register the registration of transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed endorsed, or be accompanied by an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Company and the Security Registrar and duly executed executed, by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of No service charge shall be made for any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a)of Securities, but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 2.13(a)3.08, 4.02(d8.05 or 12.02 not involving any transfer. If the Securities of any series (or of any series and specified tenor) or 11.06. (b) Neither are to be redeemed in part, the Company, any Registrar nor the Trustee Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (exceptpart may be registered, in the case name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the purchase foregoing as have been specified for this purpose as contemplated by Section 2.02. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, the and all Securities issued in exchange for a Global Security or any portion thereof not to shall be purchased)registered in such names as the Depositary for such Global Security shall direct. (c4) All Securities issued Every Security authenticated and delivered 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 registration of transfer of, or exchange. (d) Any Registrar appointed in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to Section 2.03 this Section, Sections 2.08, 2.11 or 8.06 or otherwise, shall provide to be authenticated and delivered in the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required byform of, and to do so if and when expressly required by the terms ofshall be, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest unless such Security is registered in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other name of a Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to Depositary for such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersor a nominee thereof.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by of any Security at a Registrar, together with an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner form satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company shall execute and, upon receipt of a Company Order, 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, representing a like aggregate principal amount at amount. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation theretoconnection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a2.6(e), 4.02(d) 2.9, 3.6, 3.11, 9.5 or 11.06. (b) Neither 10.2(e). Subject to Section 2.12, at the Companyoption of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, representing a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer in form satisfactory to the Registrar nor duly executed by the Holder or its 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 Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of (i) any Securities or exchange portions thereof selected or called for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (ii) any Securities or portions thereof in respect of which a Fundamental Change of Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased). , or (ciii) any Securities for a period of 15 days before any mailing of a notice of Securities to be redeemed. 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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) . Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s 's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (fb) The Trustee shall have no obligation Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by 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 behalf of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner , transfers of a Global Security, an Agent Member in whole or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereofin part, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to shall be made to Holders only in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules accordance with Section 2.12 and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersthis Section 2.6.

Transfer and Exchange. Subject to Section 2.15 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered Upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its such Holder's attorney duly authorized in writing. To permit registration , at the office or agency of transfers the Guarantor designated as Registrar or co-registrar pursuant to Section 2.06 hereof, the Partnership and exchangesthe Guarantor shall execute, upon surrender and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any Security authorized denomination or denominations, of a like aggregate Principal Amount. Neither the Partners nor the Partnership shall charge a service charge for any registration of transfer or exchange at an office exchange, but the Partnership or agency maintained pursuant to Section 2.03(a), the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence shall not apply to any connection with the registration of transfer or exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) of the Securities from the Holder requesting such registration of transfer or 11.06exchange. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). (c) All Securities issued upon any transfer or exchange of Securities in accordance with this Indenture shall be the valid obligations of the CompanyPartnership, evidencing the same debt 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 Holder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Partnership and the Guarantor shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. (d) The Partnership shall not be required to make, and the 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 any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.15 hereof and this Section 2.09. 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. (f) 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. (g) Any Registrar appointed pursuant to Section 2.03 2.06 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 registration of transfer or exchange of Securities. (eh) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company text of the Securities or in this Indenture as periods during which such registration of transfers and the Trustee against any liability that may result from exchanges need not be made. (i) If Securities are issued upon the registration of transfer, exchange or assignment replacement of Securities subject to restrictions on transfer and bearing the Restricted Securities Legend, or if a request is made to remove the Restricted Securities Legend, the Securities so issued shall bear the Restricted Securities Legend, or the Restricted Securities Legend shall not be removed, as the case may be, unless there is delivered to the Partnership and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Partnership and the Registrar, that neither the Restricted Securities Legend nor the restrictions on transfer set forth therein are required to ensure transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S or that such Securities are not "restricted" within the meaning of Rule 144. Upon provision of such Holder’s satisfactory evidence, the Trustee, upon receipt of a Partnership Order, shall authenticate and deliver a Security in violation that does not bear the Restricted Securities Legend. If the Restricted Securities Legend is removed from the face of any provision a Security and the Security is subsequently held by an Affiliate of this Indenture and/or applicable United States federal or state securities lawthe Partnership, the Partnership shall use its best efforts to cause reinstatement of the Restricted Securities Legend. (fj) 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 Agent Members Depositary participants or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Each Holder shall indemnify the Trustee and the Registrar 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. Neither the Trustee nor any Agent, or any of their respective agents, agent shall have any responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount Principal Amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that 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 transfer certificate each substantially certificate, in the form included in Exhibit AB attached hereto, and completed in a manner form reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.3, the Company shall execute andand the Trustee shall, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount Principal Amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange , other than exchanges pursuant to Sections 2.11Section 2.10, 2.13(a)Section 10.5, 4.02(d) Article III or 11.06. (b) Article IV, in each case, not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Repurchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security 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 registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 2.3 or Section 6.6 hereof shall provide to the Trustee such information as the Trustee may reasonably require request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such opinions of counsel, certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this IndentureIndenture (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. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner Any Holder of a Global Security shall, by acceptance of such Global Security, an Agent Member or other Person with respect to agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the accuracy of the records of the Depositary Depository (or its nominee or agent), and that ownership of any Agent Member thereof, with respect to any ownership a beneficial interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject required to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected reflected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersa book-entry system.

Transfer and Exchange. (a) Subject Except as set forth in ‎Section 2.17 or as may be provided pursuant to compliance with ‎Section 2.01: When Securities of any applicable additional requirements contained in Section 2.13, when a Security is series are presented to a the Registrar with a the request to register a the transfer thereof of such Securities or to exchange such Security Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that every Security the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instruction of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner reasonably satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registration registrations of transfers and exchanges, upon surrender the Company shall execute Securities (and if applicable, each Subsidiary Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or Global Securities. No service charge shall be made to a Holder for any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a(except as otherwise expressly permitted herein), but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to ‎Section 2.12, ‎Section 3.07 or ‎Section 9.05). The Trustee shall authenticate such Securities in accordance with the provisions of ‎Section 2.04. Notwithstanding any other provisions of this sentence Indenture to the contrary, the Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange of (a) any Securities Security selected for redemption in whole or portions thereof in respect part pursuant to Article III, except the unredeemed portion of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a any Security being redeemed in part, or (b) any Security during the portion period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof not or of redemption of Securities of a series to be purchased)redeemed and ending at the close of business on the day of mailing. (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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12 hereof, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered Upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.03, the Company shall execute andexecute, and the Trustee upon receipt of a Company Order, the Trustee 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 Principal Amount. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 Company shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall 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 or portions thereof in respect of which a Fundamental Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased). (c) All or any Securities issued upon any transfer or exchange for a period of 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 is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, shall be valid obligations 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 CompanyDepositary 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, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon each such registration of transfer or exchange. (d) 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 Securities upon registration of transfer or exchange of Securities. (e) Each Holder . No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company text of the Securities or in this Indenture as periods during which such registration of transfers and the Trustee against any liability that may result from exchanges need not be made. If Securities are issued upon the registration of transfer, exchange or assignment 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 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 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 Holder’s satisfactory evidence, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security in violation pursuant to a registration statement that is effective at the time of any provision such sale, the Trustee, upon receipt of this Indenture and/or applicable United States federal or state securities law. (f) 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 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 Agent Members Depositary participants or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.3, the Company and the Guarantor shall execute andexecute, upon receipt of a Company Order, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities and the related Guarantee of any authorized denomination or denominations, of a like aggregate principal amount at amount. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 not apply to any exchange pursuant to Sections 2.11execute, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor and the Trustee shall authenticate and deliver, the Securities and the related Guarantee which the Holder making the exchange is entitled to receive. 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change of Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in 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 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (d) Any Registrar appointed pursuant to Section 2.03 2.3 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company and text of the Trustee against any liability that may result from the Securities or in this Indenture as periods during which such registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawtransfers and exchanges need not be made. (f) The Trustee shall have no obligation If Securities are issued upon the transfer, exchange or duty replacement of Securities subject to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture 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 under applicable law with respect if a request is made to any transfer 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 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 Counsel, as are expressly required by, and to do so if and when expressly may be reasonably required by the terms ofCompany and the Registrar, this Indenture, and that neither the Legend nor the restrictions on transfer set forth therein are required to examine the same to determine substantial compliance as to form ensure that transfers thereof comply with the express requirements hereofprovisions of Rule 144A or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Neither Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee nor any Agentand Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, or any the Trustee, at the written direction of their respective agentsthe Company, shall have responsibility for any actions taken or authenticate and deliver a Security that does not taken bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Depositary. (g) The Trustee shall have no responsibility Company or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy Affiliate of the records of Company, the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities Legend shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersreinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained The Securities shall be issued in Section 2.13, when registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a Registrar co-registrar with a request to register a transfer, the Registrar shall register the transfer thereof as requested if the requirements of this Indenture are met and if the transferee certifies to the Issuer and Registrar that: (i) under the terms of the Security, the Person seeking registration of transfer is eligible to have the Security registered in its name, (ii) the endorsement 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 endorsement 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 with a request to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company Issuer shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate and deliver Securities of a like aggregate principal amount at a the Registrar’s 's or co-registrar's request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar 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 that may be imposed in relation thereto; provided that this sentence payable upon exchange or transfer pursuant to Section 4.04 and Section 9.05). The Issuer shall not apply be required to make and the Registrar need not register transfers or exchanges of Securities selected and delivered for redemption or any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06Securities for a period of 15 days before an Interest Payment Date. (b) Neither The following provisions shall apply with respect to the Company, registration of any proposed transfer of an Initial Security or an Additional Security to any Non-U.S. Person: (i) the Registrar nor the Trustee shall be required to register the transfer of any Initial Security or exchange any Additional Security, whether or not such Security bears the Restricted Securities or portions thereof Legend, if the proposed transferor has delivered to the Registrar a certificate substantially in respect the form of Exhibit 2; (ii) if the proposed transferee is a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an interest in a Fundamental Change Purchase Notice has been delivered and not withdrawn Regulation S Global Security upon receipt by the Holder thereof Registrar of (excepti) written instructions given in accordance with DTC's and the Registrar's procedures and (ii) the certificate required by Section 2.06(b)(i), the Registrar shall register the transfer and reflect on its books and records the date and an increase in the case principal amount of the purchase of a Regulation S Global Security in partan amount equal to the principal amount of definitive Securities to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be; (iii) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC's and the Registrar's procedures and (ii) the certificate required by Section 2.06(b)(i), the portion thereof not Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which such interests are to be purchased)transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred. (c) All Securities issued upon any transfer or exchange of Securities The following provisions 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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person apply with respect to the accuracy of the records of the Depositary or its nominee or registration of any Agent Member thereofproposed transfer of an Initial Security or an Additional Security to a QIB (excluding Non-U.S. Persons): (i) if the Security to be transferred consists of (i) a definitive Security, with respect the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has delivered to any ownership the Trustee a certificate substantially in the form set forth in Exhibit 3 or (ii) an interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Restricted Global Security). The rights , the transfer of beneficial owners in any Global Security shall such interest may be exercised effected only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished book entry system maintained by the Depositary with respect to its Agent Members and any beneficial owners.DTC;

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when When a Security is presented to a the Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment a written instrument of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. Furthermore, the Depository shall, by acceptance of a Global Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book-entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained pursuant to Section 2.03(a)2.3, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's request. Any An exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge that may be imposed in relation thereto; , and provided further that this sentence shall not apply to any exchange pursuant to Sections 2.11Section 2.10, 2.13(a)3.6, 4.02(d3.11, 4.2 (last paragraph) or 11.06. (b) 10.5. Neither the Company, any the Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange (a) any Securities for a period of 15 days next preceding any selection of Securities to be redeemed, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) any Securities or portions there in respect of which a Fundamental Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12 hereof, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.3, the Company shall execute andexecute, upon receipt of a Company Order, 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 (or Accreted Value, if an Upward Interest Adjustment has occurred as contemplated in the form of Security attached as Exhibit A-1 hereto). The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 not apply to any exchange pursuant to Sections 2.11execute, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in 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 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (d) Any Registrar appointed pursuant to Section 2.03 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) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company and text of the Trustee against any liability that may result from the Securities or in this Indenture as periods during which such registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawtransfers and exchanges need not be made. (f) The Trustee shall have no obligation If Securities are issued upon the transfer, exchange or duty replacement of Securities subject to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture and bearing the legends set forth on the forms of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or under applicable law with respect if a request is made to any transfer 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 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 Counsel, as are expressly required by, and to do so if and when expressly may be reasonably required by the terms ofCompany and the Registrar, this Indenture, and that neither the Legend nor the restrictions on transfer set forth therein are required to examine the same to determine substantial compliance as to form ensure that transfers thereof comply with the express requirements hereofprovisions 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. Neither Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee nor any Agentand Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, or any the Trustee, at the written direction of their respective agentsthe Company, shall have responsibility for any actions taken or authenticate and deliver a Security that does not taken bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Depositary. (g) The Trustee shall have no responsibility Company or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy Affiliate of the records of Company, the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities Legend shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersreinstated.

Transfer and Exchange. (a) Subject to The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with any applicable additional requirements contained in Section 2.13, when the Appendix. When a Security is presented to a the Registrar with a request to register a transfer, the Registrar shall register the transfer thereof or as requested if the requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar 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 exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any charges payable upon exchange or transfer pursuant to Sections 2.113.06, 2.13(a4.03 or 9.05), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee . The Company shall not be required to make and the Registrar need not register the transfer transfers or exchanges of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof selected for redemption (except, in the case of the purchase of a Security Securities to be redeemed in part, the portion thereof not to be purchased). redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, and the 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 (csubject to Section 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of Securities this Indenture shall be valid obligations of the Company, evidencing evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by of any Security at a Registrar, together with an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner form satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company shall execute and, upon receipt of a Company Order, 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, representing a like aggregate principal amount at amount. The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation theretoconnection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a2.6(e), 4.02(d) 2.9, 3.6, 3.11, 9.5 or 11.0610.2(e). (ba) Neither Subject to Section 2.12, at the Companyoption of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, representing a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer in form satisfactory to the Registrar nor duly executed by the Holder or its 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 Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of (i) any Securities or exchange portions thereof selected or called for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (ii) any Securities or portions thereof in respect of which a Fundamental Change of Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased). , or (ciii) any Securities for a period of 15 days before any mailing of a notice of Securities to be redeemed. 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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.12 and this Section 2.6. 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 Register. (d) Any Registrar appointed pursuant to Section 2.03 2.3 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the Legend, or if a Security agrees request is made to indemnify 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 the Securities Act or that such Securities are not “restricted” within the meaning of Rule 144 under the Securities Act; provided that no such evidence need be supplied in connection with the sale of such Security pursuant to a registration statement that is effective at the time of such sale. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee against any liability and Registrar of the sale of such Security pursuant to a registration statement that may result 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 registration face of transfera Security and the Security is subsequently held by an Affiliate of the Company, 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 lawthe Legend shall be reinstated. (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 Depositary participants or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner form satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.3, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s 's request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge that may be imposed in relation thereto; provided , and provided, that this sentence shall not apply to any exchange pursuant to Sections 2.11Section 2.10, 2.13(a2.12(a), 4.02(d) 3.6, 3.13, 4.2 or 11.0611.5. (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of (1) any Securities for a period of 15 days next preceding mailing of a notice of Securities to be redeemed, (2) any Securities or exchange portions thereof selected or called for redemption (except in the case of redemption of a Security in part, the portion thereof not to be redeemed) or (3) any Securities or portions thereof in respect of which a Fundamental Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 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) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s 's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.09 or Section 2.15, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andform, if applicable, a transfer certificate each substantially in the form included in Exhibit AA attached hereto, and completed in a manner form satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a)2.05, the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither . None of the Company, any Registrar nor or the Trustee shall be required to register the a transfer of or exchange of any Securities or portions thereof in respect of for which the Holder has delivered, and not validly withdrawn, a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (Repurchase Notice, except, in the case of a partial repurchase, with respect to that portion of the purchase of a Security in part, the portion thereof Securities not to be purchased). (c) being repurchased. 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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 2.05 hereof shall provide to the Trustee such information as the Trustee may reasonably require request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ec) Each Holder of a Security agrees to indemnify the Company Company, the Registrar and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States U.S. 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 applicable federal or under applicable law state or other securities and tax laws (including with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation duty to obtain documentation relating to any beneficial owner of a Global Security, an Agent Member transfers or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (exchanges other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersas specifically required hereunder.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a), the Company shall execute and, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections Section 2.11, 2.13(a), 4.02(d) or 11.0610.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Repurchase Notice or a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, 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 registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is Where Securities are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof or to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its the requirements for such transactions of Section 8-401 of the New York Uniform Commercial Code are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration registrations of transfers transfer and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a), the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities at the Registrar's request. The Company or the Trustee, as the case may be, shall not be required (a) to issue, authenticate, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the mailing of a like aggregate principal amount notice of redemption of the Securities selected for redemption under Section 3.02 and ending at a Registrar’s request. Any exchange the close of business on the day of such mailing, or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to register the transfer of or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (exceptSecurity so selected for redemption, in the case of the purchase of a Security whole or in part, except the unredeemed portion thereof not to be purchased). (c) All Securities issued upon any transfer or exchange of Securities being redeemed in part. No service charge 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 made for any registration of transfer or exchange. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities, but the Company may require a Holder to, among other things, furnish appropriate endorsements and transfer documents and pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer, registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.10, 3.06 or 9.05 not involving any transfer. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (e2) Each Holder Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security agrees to indemnify in whole or in part may be registered, in the name of any person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act or (B) there shall have occurred and the Trustee against any liability that may result from the registration be continuing an Event of transfer, exchange or assignment of Default with respect to such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawGlobal Security. (f3) The Trustee shall have no obligation Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required bypart, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, all Securities issued in exchange for a Global Security or any of their respective agents, portion thereof shall have responsibility be registered in such names as the Depositary for any actions taken or not taken by the Depositarysuch Global Security shall direct. (g4) The Trustee Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 2.07, 2.10, 3.06 or 9.05 or otherwise, shall have no responsibility or obligation to any beneficial owner of be authenticated and delivered in the form of, and shall be, a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest unless such Security is registered in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (name of a person other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to Depositary for such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersor a nominee thereof.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12 hereof, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered --------------------------------- (a) upon surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration , at the office or agency of transfers the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and exchangesthe Trustee shall authenticate and deliver, upon surrender in the name of the designated transferee or transferees, one or more new Securities of any Security authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03(a)exchange, but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 not apply to any exchange pursuant to Sections 2.11execute, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 or portions thereof in respect of which a Fundamental Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in 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 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (d) Any Registrar appointed pursuant to Section 2.03 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) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company and text of the Trustee against any liability that may result from the Securities or in this Indenture as periods during which such registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawtransfers and exchanges need not be made. (f) The Trustee shall have no obligation If Securities are issued upon the transfer, exchange or duty replacement of Securities subject to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture 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 under applicable law with respect if a request is made to any transfer 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 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 Counsel, as are expressly required by, and to do so if and when expressly may be reasonably required by the terms ofCompany and the Registrar, this Indenture, and that neither the Legend nor the restrictions on transfer set forth therein are required to examine the same to determine substantial compliance as to form ensure that transfers thereof comply with the express requirements hereofprovisions 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. Neither Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee nor any Agentand registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, or any the Trustee, at the written direction of their respective agentsthe Company, shall have responsibility for any actions taken or authenticate and deliver a Security that does not taken by bear the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner Legend. If the Legend is removed from the face of a Global Security, Security and the Security is subsequently held by an Agent Member or other Person with respect to the accuracy Affiliate of the records of Company, the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities Legend shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersreinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12, when a Security is presented to a the Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are metrequested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate certificate, each substantially in the form included in Exhibit A, A attached hereto and completed in a manner form satisfactory to such the Registrar and each duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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 2.03(a)2.3, the Company shall execute andexecute, upon receipt of a Company Order, and the Trustee shall authenticate Securities of a like aggregate principal amount at a the Registrar’s request. Any transfer or exchange or transfer shall be without charge, except that the Company, Company or the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence shall not apply to any connection with the transfer or exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) of the Securities from the Holder requesting such transfer or 11.06. (b) exchange. Neither the Company, any the Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange (i) any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof selected for redemption (except, in the case of the purchase of a Security Securities to be redeemed in part, the portion thereof not to be purchasedredeemed). , or (cii) any Securities in respect of which a Purchase Notice or a Designated 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 repurchased in part, the portion thereof not to be repurchased). 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 Indenture, as the Securities surrendered upon such registration of transfer or exchange. (db) Any Registrar appointed pursuant to Section 2.03 2.3 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (fc) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.132.12 hereof, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered upon ---------------------------------- surrender for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form andof any Security, if applicable, together with a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Registrar and duly executed by the Holder thereof Securityholder or its such Securityholder's attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.03(a)2.3, the Company shall execute andexecute, upon receipt of a Company Order, 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 (or Accreted Value, if an Upward Interest Adjustment has occurred as contemplated in the form of Security attached as Exhibit A-1 hereto). The Company shall not charge a Registrar’s request. Any exchange service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company, the Trustee or any Registrar Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge charges that may be imposed in relation thereto; provided that this sentence connection with 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 not apply to any exchange pursuant to Sections 2.11execute, 2.13(a), 4.02(d) or 11.06. (b) Neither the Company, any Registrar nor and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. 10 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 or portions thereof in respect of which a Purchase Notice or Fundamental Change Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 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 is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in 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 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) All Securities issued upon any transfer or exchange Successive registrations and registrations of Securities transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be valid obligations of noted on the Company, evidencing register for the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchangeSecurities. (d) Any Registrar appointed pursuant to Section 2.03 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) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Securities during any periods designated in the Company and text of the Trustee against any liability that may result from the Securities or in this Indenture as periods during which such registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawtransfers and exchanges need not be made. (f) The Trustee shall have no obligation If Securities are issued upon the transfer, exchange or duty replacement of Securities subject to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture and bearing the legends set forth on the forms of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or under applicable law with respect if a request is made to any transfer 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 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 Counsel, as are expressly required by, and to do so if and when expressly may be reasonably required by the terms ofCompany and the Registrar, this Indenture, and that neither the Legend nor the restrictions on transfer set forth therein are required to examine the same to determine substantial compliance as to form ensure that transfers thereof comply with the express requirements hereofprovisions 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. Neither Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee nor any Agentand Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, or any the Trustee, at the written direction of their respective agentsthe Company, shall have responsibility for any actions taken or authenticate and deliver a Security that does not taken bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Depositary. (g) The Trustee shall have no responsibility Company or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy Affiliate of the records of Company, the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities Legend shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersreinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.13, when a Security is Where Securities are presented to a the Registrar with a request to register a transfer thereof or to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange if the requirements set forth in this Indenture and as requested if its requirements for otherwise may be reasonably required by the Registrar with respect to such transactions are met; provided. To permit registrations of transfers and exchanges, however, that every Security presented or surrendered the Company shall issue and the Trustee shall authenticate Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing. To permit 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(a(except as otherwise expressly permitted herein), but the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except that the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed payable in relation thereto; provided that this sentence shall not apply to connection therewith (other than any exchange such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.112.10, 2.13(a3.01, 5.02 or 10.05 hereof not involving any transfer of the Securities). (a) Notwithstanding any provision to the contrary herein, 4.02(dso long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, or of any beneficial interest therein, shall only be made in accordance with Sections 2.01(b) and 2.10. Except for transfers or 11.06exchanges made in accordance with Section 2.10, transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (b) Neither In the Companyevent that a Global Security is exchanged for Securities in definitive registered form pursuant to Section 2.10 such Securities may be exchanged only upon receipt by the Registrar of (1) written instructions from the Depositary directing the Trustee to authenticate and deliver one or more definitive securities of the same aggregate principal amount as the beneficial interest in the Global Security to be exchanged, any such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the definitive securities to be so issued and appropriate delivery instructions, and (2) such certifications or other information and legal opinions as the Company or the Trustee may reasonably require. Upon the receipt of such instructions and other documents, the Registrar nor will provide copies of such instructions and other documents to the Company and the Company shall execute, and the Trustee shall be required to register the transfer of authenticate and deliver, one or exchange any more Definitive Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security same aggregate principal amount in part, accordance with the portion thereof not instructions referred to be purchased)above. (c) All Securities issued upon Neither the Trustee nor any transfer Agent shall have any responsibility for any actions taken or exchange of Securities shall be valid obligations of not taken by 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 exchangeDepositary. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members Depositary's participants 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 is expressly required by, and to do so if and when expressly required by by, the terms of, of this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial owners.

Transfer and Exchange. (a1) Subject to compliance with any applicable additional requirements contained in Section 2.13, when When a Security is presented to the Registrar or a Registrar co-registrar with a request to register the transfer thereof, the Registrar or co-registrar shall register the transfer as requested, and when Securities are presented to the Registrar or a transfer thereof or co-registrar with a request to exchange such Security them for an equal principal amount of Securities of other authorized denominations, such the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, provided that every Security presented represented or surrendered for registration of transfer or exchange shall be duly endorsed or and accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such the Company and the Registrar and duly executed by the Holder thereof or its attorney such Holder's attorney-in-fact duly authorized in writing; provided, further, that the Registrar or co-registrar, 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. To permit registration The Holder of transfers each Security, including each Restricted Security, by such Holder's acceptance thereof, agrees to be bound by the transfer restrictions set forth herein and exchanges, upon surrender of in the legend on such Security. (2) Whenever any Restricted Security is presented or surrendered for registration of transfer or exchange at an office for a Security registered in a name other than that of the Holder, no registration of transfer or agency maintained pursuant exchange shall be made unless: (a) The registered Holder presenting such Restricted Security for transfer shall have certified to Section 2.03(a), the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall be without charge, except in writing that the registered Holder is transferring the Restricted Security to the Company, the Trustee or any Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11, 2.13(a), 4.02(d) or 11.06.; (b) Neither The Trustee has received written certification from the Companyregistered Holder, any Registrar nor and a written opinion of counsel acceptable in form and substance to the Trustee shall be required to register Company and the Trustee, indicating that the transfer of is being made pursuant to an available exemption from, or exchange any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and transaction not withdrawn by otherwise subject to, the Holder thereof (except, in the case registration requirements of the purchase of a Security in part, the portion thereof not to be purchased).Securities Act; or (c) All In the case of Rule 144A Securities, the registered Holder presenting such Restricted Security for transfer shall have certified to the Trustee in writing that such registered Holder is transferring such Restricted Securities issued upon any transfer or exchange to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in compliance with the exemption from registration as provided by Rule 144A under the Securities Act. For purposes of Securities this Section 2.5(2), such certification to the Trustee in writing shall be valid obligations in the form of the Company, evidencing Transfer Notice set forth on the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon reverse of such registration of transfer or exchangeSecurity. (d) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e3) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent, or any of their respective agents, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the certificate evidencing Restricted Securities shall be given or made only to or upon bear a legend in substantially the order of the registered Holders 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 (which shall be the Depositary or its nominee in the case of a Global SecurityOR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 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. The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the DepositaryEACH 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 Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersTHE 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. (a) Subject Upon (i) surrender for registration of transfer of any Note to compliance with the Registrar or any applicable additional requirements contained in Section 2.13, when a Security is presented to a co-Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount and (ii) satisfaction of Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions transfer set forth in this Section 2.06, the Company will execute, and the Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 2.03. Whenever any Notes are met; providedso surrendered for exchange, howeverthe Company will execute, and the Trustee will authenticate and deliver, the Notes that every Security the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or exchange shall for exchange, repurchase or conversion will (if so required by the Company, the Trustee, the Registrar or any co-Registrar) be duly endorsed endorsed, or be accompanied by an assignment a written instrument or instruments of transfer in form and, if applicable, a transfer certificate each substantially in the form included in Exhibit A, and completed in a manner satisfactory to such Registrar the Company and duly executed executed, by the Holder thereof or its attorney attorney-in-fact duly authorized in writing. To permit 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(a), the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate Securities of a like aggregate principal amount at a Registrar’s request. Any exchange or transfer shall No service charge will be without charge, except that imposed by the Company, the Trustee Trustee, the Registrar or any co-Registrar for any exchange or registration of transfer of Notes, but the Company or the Trustee may require payment of a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge that may be imposed in relation thereto; provided that this sentence shall not apply to any exchange pursuant to Sections 2.11required by law. Notwithstanding the foregoing, 2.13(a), 4.02(d) or 11.06. (b) Neither none of the Company, the Trustee, the Registrar or any co-Registrar nor the Trustee shall will be required to exchange or register the a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or exchange (ii) any Securities Notes, or portions thereof in respect a portion of which a Fundamental Change Purchase Notice has been delivered any Note, surrendered for repurchase (and not withdrawn by the Holder thereof (except, withdrawn) in the case of the purchase of a Security accordance with Article 3 or subject to redemption in part, the portion thereof not to be purchased). (c) accordance with Article 12. All Securities Notes issued upon any registration of transfer or exchange of Securities shall Notes in accordance with this Indenture will be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such registration of transfer or exchange. (db) Any Registrar appointed pursuant Every Note that bears or is required under this Section 2.06(b) to Section 2.03 shall provide bear the Restricted Notes Legend (together with any Common Stock issued upon conversion of the Notes and required to bear the Restricted Stock Legend, collectively, the “Restricted Securities”) will be subject to the Trustee restrictions on transfer set forth in this Section 2.06(b) and in such information as legend, unless such restrictions on transfer will be eliminated or otherwise waived by written consent of the Trustee may reasonably require in connection with Company, and the delivery by such Registrar of Securities upon transfer or exchange of Securities. (e) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the registration of transfereach such Restricted Security, exchange or assignment of by such Holder’s Security acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in violation this Section 2.06(b), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until the Resale Restriction Termination Date, any certificate evidencing a Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon conversion thereof) will bear the Restricted Notes Legend (or a legend in substantially similar form), unless such Note has been transferred pursuant to an effective registration statement under the Securities Act or pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act as a result of this Indenture and/or which transfer such Note is no longer a “restricted security” (as defined in Rule 144), or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee. Subject to Section 2.01(b), no transfer of any Note prior to the Resale Restriction Termination Date will be registered by the Registrar unless the applicable United States federal box on the form of transfer certificate attached hereto as Exhibit B has been checked. Any Note (or state securities law. (fsecurity issued in exchange or substitution therefor) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any which such restrictions on transfer imposed shall have expired in accordance with their terms may, upon surrender of such Note for exchange to the Registrar in accordance with the provisions of this Section 2.06, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which will not bear the restrictive legend required by this Section 2.06(b) and will not be assigned a restricted CUSIP number. Promptly following the Free Trade Date (or, subject to Section 4.03(b), the earliest practicable date thereafter that the Company shall reasonably determine that any Restricted Security no longer constitutes a “restricted security” (as defined under this Indenture Rule 144)), the Company will notify the Trustee in writing that the Restricted Notes Legend 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 Restricted Stock Legend, as applicable, no longer applies. Upon delivery of such certificates and other documentation notice, the Restricted Notes Legend or evidence Restricted Stock Legend, as are expressly required byapplicable will be deemed removed from the applicably Restricted Security. For any Global Note, and to do so if and when expressly required by the terms ofCompany will, this Indenture, and to examine at the same time as it provides the foregoing notice to determine substantial compliance as the Trustee, provide the Depositary an instruction letter for the Depositary’s mandatory exchange process (or any successor notice, form or action required pursuant to form with the express requirements hereofApplicable Procedures) to the extent required to remove any Restricted Notes Legend. Neither The Company will promptly notify the Trustee nor any Agentand the Holders after a registration statement, or any of their respective agentsif any, shall have responsibility for any actions taken or not taken by the Depositary. (g) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, an Agent Member or other Person with respect to the accuracy Notes or any Common Stock issued upon conversion of the records of the Depositary or its nominee or of any Agent Member thereof, with respect to any ownership interest in Notes has been declared effective under the Securities or with respect to Act. (c) The transfer and exchange of beneficial interests in a Global Note that does not involve the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case issuance of a Global Security). The rights of beneficial owners in any Global Security shall Certificated Note will be exercised only effected through the Depositary subject to in accordance with this Indenture (including the applicable rules restrictions on transfer set forth herein) and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members and any beneficial ownersApplicable Procedures.