Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.13, 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, the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; 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 AExhibit D hereto, and completed in form a manner satisfactory to 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 2.32.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto, and provided, ; provided that this sentence shall not apply to any exchange pursuant to Section 2.72.11, 2.10, 2.12(a)(12.13(b), 3.63.03(c), 3.11, 4.2 (last paragraph4.02(c) or 11.5. 10.06 unless, and to the extent, specified otherwise therein. (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a the transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) exchange any Securities or portions thereof in respect of which a Fundamental Change in Control 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, and under identical terms benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. (bd) Any Registrar appointed pursuant to Section 2.3 hereof 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. (ce) 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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 hereof, when a Security Note is presented to a Registrar with a request to register a transfer thereof or to exchange such Security Note for an equal principal amount of Securities Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, that every Security Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form form(s) included in EXHIBIT AExhibit A and Exhibit C, as applicable, and in form satisfactory to the Registrar Registrar, 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 Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.32.3 hereof, the Company shall execute and the Trustee shall authenticate Securities Notes of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(12.12(a), 3.6, 3.11, 4.2 (last paragraph) 3.11 or 11.59.5 hereof. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 Notes or portions thereof in respect of which a Change in of Control Purchase Notice or a notice in connection with an Asset Sale Offer has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security Note in part, the portion thereof not to be purchased). All Securities Notes issued upon any transfer or exchange of Securities Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities Notes surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities Notes upon transfer or exchange of SecuritiesNotes. (c) Each Holder of a Security Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security ▇▇▇▇▇▇’s Note in violation of any provision of this Indenture and/or applicable United States federal federal, state, Canadian federal, provincial or state territorial securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, 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 certificate, in the form included in EXHIBIT AExhibit B attached hereto, and in form reasonably satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange other than exchanges pursuant to Section 2.7, 2.10, 2.12(a)(1)Section 13.5, 3.6Article 3, 3.11Article 5 or Article 7, 4.2 (last paragraph) or 11.5in each case, not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment dateredeemed, (bii) any Securities or 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 (ciii) any Securities or portions thereof in respect of which a Change in Control 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). 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, and under identical terms benefits under this Indenture, Indenture as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 or Section 9.6 hereof shall provide to the Trustee such information as the Trustee may reasonably require request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such 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. The Trustee Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in a Global Security shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositarybe required to be reflected in a book-entry system.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 11 18 Company designated as Registrar or co-registrar pursuant to Section 2.03, the Company shall execute, and exchangesthe Trustee upon receipt of a Company Order 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 2.3exchange, but the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 providedthe Trustee upon receipt of a Company Order shall authenticate and deliver, that this sentence the Securities which the Holder making the exchange is entitled to receive. The Company shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 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. (ce) 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 transfer, exchange Securities or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer periods during which such registration of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositaryexchanges need not be made.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 hereof, when a Security Note is presented to a Registrar with a request to register a transfer thereof or to exchange such Security Note for an equal principal amount of Securities Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, that every Security Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form form(s) included in EXHIBIT AExhibit A and Exhibit C, as applicable, and in form satisfactory to the Registrar Registrar, 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 Note for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.32.3 hereof, the Company shall execute and the Trustee shall authenticate Securities Notes of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(12.12(a), 3.6, 3.11, 4.2 (last paragraph) 3.11 or 11.59.5 hereof. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 Notes or portions thereof in respect of which a Change in of Control Purchase Notice or a notice in connection with an Asset Sale Offer has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security Note in part, the portion thereof not to be purchased). All Securities Notes issued upon any transfer or exchange of Securities Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities Notes surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities Notes upon transfer or exchange of SecuritiesNotes. (c) Each Holder of a Security Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security ’s Note in violation of any provision of this Indenture and/or applicable United States federal federal, state, Canadian federal, provincial or state territorial securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 hereof, the Company shall execute, and exchangesthe Trustee upon receipt of a Company Order 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 2.3exchange, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that but the Company or the Registrar Trustee may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 providedthe Trustee upon receipt of a Company Order shall authenticate and deliver, that this sentence the Securities which the Holder making the exchange is entitled to receive. The Company shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 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. (ce) Each Holder No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a 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 Rule 144A or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the 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, upon receipt of a Company Order, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the transferface of a 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 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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT Exhibit A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, ; and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(12.12(a), 3.6, 3.113.12, 4.2 (last paragraph) or 11.510.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment dateredeemed, (bii) any Securities or 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 (ciii) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee and each Agent against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.06(g), when a Security Note 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 the Registrar are met. Subject to Section 2.06(f), when Notes are presented to the Registrar or a co-registrar with a request to exchange such Security them for an equal principal amount of Definitive Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, requested if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writingsame requirements are met. 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 2.3, the Company Issuer shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount Notes and the Company shall execute the Guarantee endorsed thereon at the Registrar's or co-registrar's request. Any exchange or , subject to the limitations set forth Section 2.06(f). (b) Prior to the due presentation for registration of transfer shall be without chargeof any Note, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoIssuer, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, the Trustee, the Paying Agent, the Registrar or a co-registrar may deem and treat the Person in whose name such Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Company, the Trustee, the Paying Agent, the Registrar or any Registrar nor the Trustee co-registrar shall be required affected by notice to exchange or register 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 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 contrary. (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities Notes 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, and under identical terms benefits under this Indenture, Indenture as the Securities Notes surrendered upon such transfer or exchange. (bd) Any Registrar appointed pursuant to Section 2.3 hereof shall provide Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be exchanged for a beneficial interest in Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee such information as Trustee, together with written instructions from the Holder thereof directing the Trustee may reasonably require to make, or to direct the Note Custodian to make, an endorsement on the Global Security to reflect an increase in connection the aggregate principal amount of Notes represented by the Global Securities, the Trustee shall cancel such Definitive Security in accordance with Section 2.10 and cause, or direct the Notes Custodian to cause, in accordance with the delivery standing instructions and procedures existing between the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by such Registrar of the Global Security to be increased accordingly. If no Global Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify are then outstanding, the Company and shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's shall authenticate a new Global Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositaryappropriate principal amount.

Transfer and Exchange. (a) Subject Upon surrender for registration of --------------------- transfer of any Security, together with a written instrument of transfer reasonably satisfactory to compliance with any applicable additional requirements contained the Trustee duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03 or at the office or agency referred to in Section 2.124.05, when a Security is presented to a Registrar with a request to register a transfer thereof the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or to exchange such Security for an equal principal amount of transferees, one or more new Securities of other any authorized denomination or denominations, the Registrar of a like aggregate Principal Amount. The Company shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange shall 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 duly endorsed exchanged for other Securities of any authorized denomination or accompanied by an assignment form anddenominations, if applicableof a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form reasonably satisfactory to the Registrar 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 2.3agency. Whenever any Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate and deliver, the Securities of a like aggregate principal amount at which the Registrar's requestHolder making the exchange is entitled to receive. Any exchange or transfer shall be without charge, except that the The Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer exchanges of (a) Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Securities for a period of 15 days next preceding any before the mailing of a notice of Securities to be redeemed or redemption. Notwithstanding 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 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 not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled provision to the same benefitscontrary herein, so long as a global Security remains outstanding and under identical terms under this Indenture, as the Securities surrendered upon such transfer is held by or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions behalf of the Depositary, transfers of a global Security, in whole or for the accuracy in part, shall be made only in accordance with Section 2.11 and this Section 2.06. Transfers of a global Security shall be limited to transfers of such global Security in whole, or in part, to nominees of the books Depositary or records to a successor of the DepositaryDepositary or such successor's nominee.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT Exhibit A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(12.12(a), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment dateredeemed, (bii) any Securities or 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 (ciii) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained Except as set forth in Section 2.122.16 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, the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements and the requirements of this Indenture for those transactions are met; PROVIDEDprovided, HOWEVERhowever, that every Security the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instruction of transfer certificate each in the form included in EXHIBIT A, and in form reasonably satisfactory to the Registrar 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 2.3(except as otherwise expressly permitted herein), but the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and provided, that this sentence shall not apply to any exchange connection therewith (other than such transfer tax or similar governmental charge payable on exchanges pursuant to Section 2.72.13, 2.10, 2.12(a)(1Section 5.07 or Section 9.05), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register the transfer or exchange or register a transfer of (a) any Securities Security selected for a period redemption in whole or in part pursuant to Article V, except the unredeemed portion of 15 days next preceding any mailing of a notice of Securities to be Security being redeemed in part or any interest payment date, (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or portions thereof selected or called for redemption (except, in the case of redemption of Securities of a Security in part, the portion not series to be redeemed) or (c) any Securities or portions thereof in respect redeemed and ending at the close of which a Change in Control Purchase Notice has been delivered and not withdrawn by business on the Holder thereof (except, in the case date of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangemailing. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. The Holder of this Global Security shall, by its acceptance of this Global Security, agree that transfers of beneficial interests in this Global Security may be effected only through a book entry system maintained by such Holder (or its agent), and that ownership of a beneficial interest in the Securities represented thereby shall be required to be reflected in book entry form. Transfers of this Global Security shall be limited to transfers in whole, and not in part, to the Depositary, its successors and their respective nominees. Interests of beneficial owners in this Global Security may be transferred in accordance with the rules and procedures of the Depositary (or its successors). This Global Security will be exchanged by the Company for one or more Certificated Securities if (a) Subject the Depositary (i) has notified the Company that it is unwilling or unable to compliance with continue as, or ceases to be, a "Clearing Agency" registered under Section 17A of the Exchange Act and (ii) a successor to the Depositary registered as a "Clearing Agency" under Section 17A of the Exchange Act is not appointed by the Company within 90 calendar days or (b) the Depositary is at any applicable additional requirements contained in Section 2.12time unwilling or unable to continue as Depositary and a successor to the Depositary is not able to be appointed by the Company within 90 calendar days. If an Event of Default occurs and is continuing, when the Company shall, at the request of the Holder hereof, exchange all or a part of this Global Security for one or more Certificated Securities; provided that the principal amount at Stated Maturity of each of such Certificated Securities and this Global Security, after such exchange, shall be $1,000 or an integral multiple thereof. Whenever this Global Security is presented to exchanged as a Registrar with a request to register a transfer thereof whole for one or to exchange such Security for an equal principal amount of Securities of other authorized denominationsmore Certificated Securities, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange it shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed surrendered by the Holder thereof to the Trustee for cancellation. Whenever this Global Security is exchanged in part for one or its attorney duly authorized in writing. To permit registration of transfers and exchangesmore Certificated Securities, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant it shall be surrendered by the Holder to Section 2.3, the Company shall execute Trustee and the Trustee shall authenticate Securities of a like aggregate principal amount at make the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange appropriate notations thereon pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case 2.05 of the purchase of a Indenture. Interests in this Global Security in part, the portion may not to be purchased). All exchanged for Certificated 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, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, provided in this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofparagraph. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.100

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.13, 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, the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; 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 AExhibit D hereto, and completed in form a manner satisfactory to 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 2.32.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto, and provided, ; provided that this sentence shall not apply to any exchange pursuant to Section 2.72.11, 2.10, 2.12(a)(12.13(b), 3.63.03(c), 3.11, 4.2 (last paragraph4.02(c) or 11.5. 10.06 unless, and to the extent, specified otherwise therein. (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a the transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) exchange any Securities or portions thereof in respect of which a Fundamental Change in Control 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, and under identical terms benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. (bd) Any Registrar appointed pursuant to Section 2.3 hereof 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. (ce) 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. The . (g) Neither the Trustee nor any Agent shall have no any responsibility or liability for the any actions taken or omissions of the Depositary, or for the accuracy of the books or records of not taken by the Depositary.

Transfer and Exchange. Subject to Section 2.12 hereof, ------------------------------------ (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.32.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount Principal Amount at the Registrar's requestMaturity. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 providedthe Trustee, that this sentence 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 Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 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. (ce) Each Holder No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. (f) If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-2 setting forth such restrictions (collectively, the "Legend"), or if a 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 Trustee against any liability Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, that may result from neither the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any Legend nor the restrictions on transfer imposed set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under this Indenture the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under applicable law with respect to any transfer of any interest in any Security the Securities Act. Upon (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Securityi) other than to require delivery provision of such certificates and other documentation satisfactory evidence, or evidence as are expressly required by, and to do so if and when expressly required (ii) notification by the terms of, this Indenture, Company to the Trustee and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions Registrar of the Depositarysale of such Security pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, upon receipt of a Company Order, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the books or records of Company, the DepositaryLegend shall be reinstated by the Company.

Transfer and Exchange. The Company shall cause to be kept a Security Register at an Office or Agency in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities and 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 like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, Securities may be exchanged, in accordance with the procedures set forth in Appendix A, for other Securities containing identical terms and provisions, in any authorized denominations, and of equal aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency. Whenever any Securities are 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 (ai) Subject the Depositary is at any time unwilling or unable to compliance continue as Depositary for the Securities or has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depositary within 120 days after the date of such notice, (ii) the Company executes and delivers to the 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 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 applicable additional requirements 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 Section 2.12or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel unless requested by the Trustee), when 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 authorized denominations as such Global Security or portion thereof to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to the Depositary, or such other depositary in accordance with the instructions of the Company referred to above. If a Security is presented to issued in exchange for any portion of a Registrar with a request to register a transfer thereof Global Security after the close of business at the Office or to exchange Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for an equal principal amount such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of other authorized denominations, the Registrar shall register Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or make the exchange as requested; PROVIDED, HOWEVER, that every exchange. Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Registrar for such Security) be duly endorsed endorsed, or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Company and the Registrar for such Security duly executed by the Holder thereof or its his attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of No service charge by the Company shall be made for any Security for registration of transfer or exchange at an office exchange, or agency maintained pursuant to Section 2.3redemption of Securities, but the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may 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 relation theretoconnection with any registration of transfer or exchange of Securities, and providedother than exchanges pursuant to Sections 2.10 or 5.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, that this sentence the Company shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required (i) to exchange or issue, register a the transfer of (a) or exchange any Securities for during a period beginning at the opening of business 15 days next preceding any before the day of mailing of a notice of redemption of Securities under Section 5.4 and ending at the close of business on the day of such mailing, or (ii) to be redeemed register the transfer of or exchange any interest payment date, (b) any Securities or portions thereof Security selected or called for redemption (exceptin whole or in part, except in the case of redemption of a any Security to be redeemed in part, the portion thereof not to be redeemed) , or (ciii) to issue, register the transfer of or exchange any Securities or portions thereof Security which, in respect of which a Change in Control Purchase Notice accordance with its terms, has been delivered and not withdrawn by surrendered for repayment at the Holder thereof (except, in the case option of the purchase Holder, except the portion, if any, of a such Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeso repaid. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12the 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, the Registrar or co-Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transaction are met; PROVIDEDprovided, HOWEVERhowever, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Issuers and the Registrar 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 2.3, the Company Issuers shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at 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 or the Registrar Issuers may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and 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 Section 2.72.2, 2.10, 2.12(a)(1), 3.6, 3.114.16, 4.2 (last paragraph) 4.17 or 11.59.6). Neither the Company, any The Registrar nor the Trustee or co-Registrar shall not be required to exchange or register a the transfer of or exchange of any Security (ai) any Securities for during a period beginning at the opening of business 15 days next preceding any before the mailing of a notice of redemption of Securities to be redeemed or any interest payment dateand ending at the close of business on the day of such mailing, (bii) any Securities or portions thereof selected or called for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (exceptiii) during a Change of Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. 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 redemption of the Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security in part, the portion not to be redeemed) selected or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn approved by the Holder thereof (exceptIssuers, in the case or to a nominee of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangesuccessor Depository. (b) Any Registrar If at any time the Depository for the Global Security or Securities notifies the Issuers that it is unwilling or unable to continue as Depository for such Global Security or Securities or the Issuers become aware that the Depository has ceased to be a clearing agency registered under the Exchange Act, the Issuers 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 pursuant to Section 2.3 hereof within 90 days after the Issuers receive such notice or become aware of such ineligibility, the Issuers shall provide execute, and 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 Trustee principal amount at maturity of the Global Security representing such information as Securities, in exchange for such Global Security. The Issuers shall reimburse the Trustee may reasonably require in connection with Registrar, the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depository and the Trustee against for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Issuers may at any liability time and in their sole discretion determine that may result from the transferSecurities shall no longer be represented by such Global Security or Securities. In such event the Issuers will execute, and the Trustee, upon receipt of a written order for the authentication and delivery of individual Securities in exchange in whole or assignment in part for such Global Security or Securities, will authenticate and make available for delivery individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Holder's Global Security or Securities in violation exchange for such Global Security or Securities. In any exchange provided for in any of any provision the preceding two paragraphs, the Issuers will execute and the Trustee will authenticate and make available for delivery 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 in exchange for a Global Security pursuant to this Indenture and/or applicable United States federal Section 2.6(b) shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or state securities lawindirect participants or otherwise, shall instruct the Trustee. The Trustee shall make available for delivery such Securities to the Persons in whose names such Securities are so registered. Neither the Issuers, the Trustee, any Paying Agent or the Registrar will have no obligation any responsibility or duty liability for any aspect of the records relating to monitor, determine or inquire as to compliance with any restrictions payments made on transfer imposed under this Indenture or under applicable law with respect to any transfer account of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of ownership interests in any a Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, Security or for the accuracy of the books maintaining, supervising or reviewing any records of the Depositaryrelating to such beneficial ownership interests.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security Note is presented to a the Registrar with a request to register a transfer thereof or to exchange such Security Note for an equal principal amount of Securities Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, that every Security Note 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 in the form included in EXHIBIT A, Exhibit A attached hereto and in form satisfactory to 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 Note for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate Securities authenticate, Notes of a like aggregate principal amount at the Registrar's request. Any transfer or exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto, and provided, that this sentence shall not apply to any connection with the transfer or exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) of the Notes from the Holder requesting such transfer or 11.5exchange. Neither the Company, any the Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof Notes selected or called for redemption (except, in the case of redemption of a Security Notes to be redeemed in part, the portion thereof not to be redeemed) or ), (cii) any Securities or portions thereof Notes in respect of which a Purchase Notice or 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 Notes to be purchased in part, the portion thereof not to be purchased) or (iii) any Notes surrendered for conversion (except, in the case of Notes to be converted in part, the portion thereof not to be converted). All Securities Notes issued upon any transfer or exchange of Securities Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities Notes surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities Notes upon transfer or exchange of SecuritiesNotes. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers Note between or among Agent Members or other beneficial owners of interests in any Global Security) Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of the Base Indenture, this Second Supplemental Indenture and the then applicable procedures of the Depositary (the “Applicable Procedures”). In connection with all transfers and exchanges of beneficial interests, the transferor of such beneficial interest must deliver to compliance the Trustee either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with any applicable additional the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or, if Definitive Securities are at such time permitted to be issued pursuant to this Second Supplemental Indenture and the Base Indenture, (B)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Security Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in Section 2.12the Base Indenture, when a this Second Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal shall adjust the principal amount of the relevant Global Securities pursuant to Section 2.7 hereof. (b) Upon request by a Holder of other authorized denominationsDefinitive Securities and such Holder’s compliance with the provisions of this Section 2.6(b), the Security Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for of Definitive Securities. Prior to such registration of transfer or exchange exchange, the requesting Holder shall be present or surrender to the Trustee the Definitive Securities duly endorsed or accompanied by an assignment form and, if applicable, a written instruction of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Security Registrar duly executed by the such Holder thereof or by its attorney attorney, duly authorized in writing. To permit registration of transfers The Trustee shall cancel any such Definitive Securities so surrendered, and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and and, upon receipt of a Company Order pursuant to Section 303 of the Base Indenture, the Trustee shall authenticate Securities of and deliver to the Person designated in the instructions a like aggregate new Definitive Security in the appropriate principal amount at the Registrar's requestamount. Any exchange or transfer Definitive Security issued pursuant to this Section 2.6(b) shall be without charge, except that the Company registered in such name or the Registrar may require payment of a sum sufficient to cover any tax names and in such authorized denomination or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 Change in Control Purchase Notice has been delivered and not withdrawn by denominations as the Holder thereof (except, in of such beneficial interest shall instruct the case of Security Registrar through instructions from the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depositary and the Trustee against any liability that may result from the transfer, exchange Participant or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawIndirect Participant. The Trustee shall have no obligation or duty deliver such Definitive Securities to monitorthe Persons in whose names such Definitive Securities are so registered. In addition, determine or inquire the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions Section 305 of the Depositary, or for the accuracy of the books or records of the DepositaryBase Indenture.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.32.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount Principal Amount at the Registrar's requestMaturity. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection with the transfer or exchange of the Securities from the Securityholder requesting such 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 provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 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. 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 or under applicable law with respect A-2 setting forth such restrictions (collectively, the "Legend"), or 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 (i) 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. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and Registrar of the Depositarysale of such Security pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books or records Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12the 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, the Registrar or co-Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transaction are met; PROVIDEDprovided, HOWEVERhowever, -------- ------- that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's or co-Registrar's request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and 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 Section 2.7Sections 2.02, 2.10, 2.12(a)(13.06, 4.15, 4.16 or 9.06), 3.6, 3.11, 4.2 (last paragraph) . The Registrar or 11.5. Neither the Company, any co-Registrar nor the Trustee shall not be required to exchange or register a the transfer of or exchange of any Security (ai) any Securities for during a period beginning at the opening of business 15 days next preceding any before the mailing of a notice of redemption of Securities to be redeemed or any interest payment dateand ending at the close of business on the day of such mailing, (bii) any Securities or portions thereof selected or called for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (exceptiii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. A Global Security may be transferred, in whole but not in part, in the case of redemption of manner provided in this Section 2.06(a), only to a Security in part, the portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case nominee of the purchase of Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security in part, the portion not to be purchased). All Securities issued upon any transfer selected or exchange of Securities shall be valid obligations of approved by the Company, evidencing the same debt and entitled or to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon a nominee of such transfer or exchangesuccessor Depository. (b) Any Registrar 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 -39- Depository for such Global Security or Securities has not been appointed pursuant to Section 2.3 hereof within 120 days after the Company receives such notice or becomes aware of such ineligibility, the Company shall provide 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 Trustee principal amount at maturity of the Global Security representing such information as Securities, in exchange for such Global Security. The Company shall reimburse the Trustee may reasonably require in connection with Registrar, the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depository and the Trustee against for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Company may at any liability time and in its sole discretion determine that may result from the transferSecurities 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 assignment 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 Holder's Global Security or Securities in violation exchange for such Global Security or Securities. In any exchange provided for in any of any provision 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 in exchange for a Global Security pursuant to this Indenture and/or applicable United States federal Section 2.06(b) shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or state securities lawindirect participants or otherwise, shall instruct the Trustee. The Trustee shall have no obligation or duty deliver such Securities 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 the Persons 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 whose names such certificates and other documentation or evidence as Securities 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 hereofregistered. The Trustee shall have no responsibility for the actions or omissions None of the DepositaryCompany, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for the accuracy of the books maintaining, supervising or reviewing any records of the Depositaryrelating to such beneficial ownership interests.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12Sections 2.12 and 3.06 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its such Holder’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 2.32.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount 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, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney-in-fact duly authorized in writing, at the Registrar's requestsuch office or agency. Any exchange or transfer shall be without chargeWhenever any Securities are so surrendered for exchange, except that 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 charge a service charge for any registration of transfer or exchange, but the Registrar Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto, and provided, that this sentence connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange. The Company shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a Repurchase Notice or Fundamental Change in Control Purchase Repurchase 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 repurchased in part, the portion thereof not to be purchasedrepurchased). 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, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Security, in whole or in part, 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 to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor’s nominee. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 exchanges need not be made. (f) Except as set forth in the Trustee against any liability following sentence, Securities that may result from are issued upon the transfer, exchange or assignment replacement of such Holder's Restricted Securities shall bear the restrictive legend set forth in the Form of Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty attached hereto as Exhibit A (the “Restrictive Legend”) and be subject to monitor, determine or inquire as to compliance with any the restrictions on transfer imposed under this Indenture set forth therein. If any Restricted Securities are tendered for transfer, exchange or under applicable law with respect replacement or a request is made to any transfer remove the Restrictive Legend on a Security, the Securities issued upon such transfer, exchange or replacement shall bear the Restrictive Legend, or the Restrictive Legend shall not be removed, as the case may be, unless (i) there is delivered to the Company and the Registrar such satisfactory evidence, which may 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 Restrictive 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 hereof. The provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities are not “restricted securities” within the meaning of Rule 144 under the Securities Act or (ii) the Company notifies the Trustee shall have no responsibility for the actions or omissions and Registrar of the Depositarysale 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 for (ii) notification by the accuracy Company to the Trustee and Registrar of such sale pursuant to an effective registration statement, the Trustee, upon receipt of a Company Order, shall authenticate and deliver a Security that does not bear the Restrictive Legend. If the Restrictive Legend is removed from the face of a Security and the Security is subsequently held by the Company or an Affiliate of the books or records of Company, the DepositaryRestrictive Legend shall be reinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its such Holder'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 2.32.03, the Company shall execute execute, and the Trustee 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 the Registrar's requestamount. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection with the transfer or exchange of the Notes from the Holder requesting such transfer or exchange. (b) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged, 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 Notes are so surrendered for exchange, the Company shall execute, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. (c) The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer exchanges of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof Notes selected or called for redemption (except, in the case of redemption of a Security Notes to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof Notes in respect of which a 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 Notes to be purchased in part, the portion thereof not to be purchased). All Securities issued upon ) or any transfer or exchange Notes for a period of Securities shall be valid obligations 15 days before the mailing of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangea Redemption Notice. (bd) 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(d). Transfers of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (e) 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 Notes. (f) Any Registrar appointed pursuant to Section 2.3 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 Notes upon transfer or exchange of SecuritiesNotes. (cg) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Notes during any periods designated in the Company text of the Notes 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. (h) If Notes are issued upon the 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. The Trustee shall have no obligation or duty Notes that are 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 Note attached hereto as Exhibit A (the Global Securities Legend and the Restricted Securities Legend, collectively, the "Legend"), or under applicable law with respect if a request is made to any transfer remove the Legend on a Note, the Notes 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 Notes are not "restricted" within the meaning of Rule 144 under the Securities Act. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and Registrar of the Depositarysale of such Note pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books or records Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12the 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 denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transaction are met; PROVIDEDprovided, HOWEVERhowever, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Issuer and the Registrar 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 2.3, the Company Issuer shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at 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 or the Registrar Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and 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 Section 2.72.2, 2.10, 2.12(a)(1), 3.6, 3.113.7, 4.2 (last paragraph) 4.16, 4.17, 4.20, 4.21 or 11.59.6). Neither the Company, any The Registrar nor the Trustee or co-Registrar shall not be required to exchange or register a the transfer of or exchange of any Security (ai) any Securities for during a period beginning at the opening of business 15 days next preceding any before the mailing of a notice of redemption of Securities to be redeemed or any interest payment dateand ending at the close of business on the day of such mailing, (bii) any Securities or portions thereof selected or called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Security being redeemed in part, and (exceptiii) during an Offer to Purchase made pursuant to Section 4.16, 4.17, 4.20 or 4.21 if such Security is tendered pursuant to such Offer to Purchase and not withdrawn. 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 redemption of the Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security in part, the portion not to be redeemed) selected or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn approved by the Holder thereof (exceptIssuer, in the case or to a nominee of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangesuccessor Depository. (b) Any Registrar If at any time the Depository for the Global Security or Securities notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Security or Securities or the Issuer become aware that the Depository has ceased to be a clearing agency registered under the Exchange Act, the Issuer 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 pursuant to Section 2.3 hereof within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer shall provide execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of Physical Securities, shall authenticate and deliver, Physical Securities, in an aggregate principal amount at maturity equal to the Trustee principal amount at maturity of the Global Security representing such information as Securities, in exchange for such Global Security. The Issuer shall reimburse the Trustee may reasonably require in connection with Registrar, the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depository and the Trustee against for expenses they incur in documenting such exchanges and issuances of Securities. The Issuer may at any liability time and in its sole discretion determine that may result from the transferSecurities shall no longer be represented by such Global Security or Securities. In such event the Issuer shall execute, and the Trustee, upon receipt of a written order for the authentication and delivery of Physical Securities in exchange in whole or assignment in part for such Global Security or Securities accompanied by an Officers' Certificate, shall authenticate and deliver Physical Securities in an aggregate principal amount equal to the principal amount of such Holder's Global Security or Securities in violation exchange for such Global Security or Securities. In any exchange provided for in any of any provision the preceding two paragraphs, the Issuer shall execute and the Trustee shall authenticate and deliver Physical Securities in authorized denominations. Upon the exchange of a Global Security for Physical Securities, such Global Security shall be cancelled by the Trustee. Physical Securities issued in exchange for a Global Security pursuant to this Indenture and/or applicable United States federal Section 2.6(b) shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or state securities lawindirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered in the manner and to the addresses specified by the Depository. None of the Issuer, the Trustee, any Paying Agent or the Registrar shall have no obligation any responsibility or duty liability for any aspect of the records relating to monitor, determine or inquire as to compliance with any restrictions payments made on transfer imposed under this Indenture or under applicable law with respect to any transfer account of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of ownership interests in any a Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, Security or for the accuracy of the books maintaining, supervising or reviewing any records of the Depositaryrelating to such beneficial ownership interests.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the such Registrar shall register the transfer or make the exchange if the requirements set forth in this Indenture and as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall otherwise may be duly endorsed or accompanied reasonably required by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writingwith respect to such transactions are met. 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 2.3, the Company shall execute issue and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and 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 Section 2.7, Sections 2.10, 2.12(a)(1)3.01, 3.6, 3.11, 4.2 (last paragraph) 5.02 or 11.5. Neither the Company, 10.05 hereof not involving any Registrar nor the Trustee shall be required to exchange or register a transfer of the Securities). (a) Notwithstanding any Securities for provision to the contrary herein, so long as a period Global Security remains outstanding and is held by or on behalf of 15 days next preceding any mailing the Depositary, transfers of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (exceptGlobal Security, in the case of redemption of a Security whole or in part, the portion not to or of any beneficial interest therein, shall only be redeemedmade in accordance with Sections 2.01(b) and 2.10. Except for transfers or (c) any Securities or portions thereof exchanges made in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (exceptaccordance with Section 2.10, in the case of the purchase transfers of a Global Security shall be limited to transfers of such Global Security in whole, but not in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations nominees of the Company, evidencing Depositary or to a successor of the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon Depositary or such transfer or exchangesuccessor's nominee. (b) Any Registrar appointed In the event that a Global Security is exchanged for Securities in definitive registered form pursuant to Section 2.3 hereof shall provide to 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, 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 require. Upon the receipt of such instructions and other documents, the Registrar will provide copies of such instructions and other documents to the Company and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Securities of the same aggregate principal amount in connection accordance with the delivery by such Registrar of Securities upon transfer or exchange of Securitiesinstructions referred to above. (c) Each Holder of a Security agrees to indemnify the Company and Neither the Trustee against nor any liability that may result from Agent shall have any responsibility for any actions taken or not taken by 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. Depositary. (d) 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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security Note is presented to a the Registrar with a request to register a transfer thereof or to exchange such Security Note for an equal principal amount of Securities Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, that every Security Note 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 in the form included in EXHIBIT A, Exhibit A attached hereto and in form satisfactory to 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 Note for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate Securities authenticate, Notes of a like aggregate principal amount at the Registrar's request. Any transfer or exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto, and provided, that this sentence shall not apply to any connection with the transfer or exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) of the Notes from the Holder requesting such transfer or 11.5exchange. Neither the Company, any the Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof Notes selected or called for redemption (except, in the case of redemption of a Security Notes to be redeemed in part, the portion thereof not to be redeemed) or ), (cii) any Securities or portions thereof Notes in respect of which a Purchase Notice or 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 Notes to be purchased in part, the portion thereof not to be purchased) or (iii) any Notes surrendered for conversion (except, in the case of Notes to be converted in part, the portion thereof not to be converted). 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, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to The Securities may not be transferred except in compliance with any applicable additional requirements the legend contained in Section 2.12, when Exhibit A-1 unless otherwise determined by the Company in accordance with applicable law. The Securities may be transferred only in blocks having 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 (before giving effect to any partial redemption) of not less than $100,000. Any such transfer of the Securities in a block having a principal amount (before giving effect to any partial redemption) of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such transferee shall be deemed not to be holder of such Securities for any purpose, including but not limited to the receipt of payment on such Securities, and such transferee shall be deemed to have no interest whatsoever in such Securities. Prior to any distribution of the Securities following a Dissolution Event, the Company and the Trustee shall enter into a supplemental indenture pursuant to Section 9.01 to provide for the transfer restrictions and procedures with respect to the Securities substantially similar to those contained in the Declaration to the extent applicable in the circumstances existing at such time. (b) Upon surrender for registration of transfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominationsdenominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Registrar Company shall register execute, and the transfer or make Trustee shall authenticate and deliver, the Securities which the holder making the exchange as requested; PROVIDED, HOWEVER, that every is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed endorsed, or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Company and the Security Registrar duly executed executed, by the Holder holder thereof or its his attorney duly authorized in writing. To permit registration of transfers All Non Book-Entry Capital Securities and exchanges, Global Debentures issued upon surrender of any Security for registration of transfer or exchange at an office of Non Book-Entry Capital Securities or agency maintained pursuant Global Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to Section 2.3the same benefits under this Indenture, as the Non Book-Entry Capital Securities or Global Debentures surrendered upon such registration of transfer or exchange. No service charge shall be made to a holder for any registration of transfer or exchange, but the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 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 not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require payable in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) therewith. Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions restriction on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members Depositary participants or other beneficial owners of interests in any Global SecurityDebenture) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee Company shall have no responsibility not be required to (i) issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XI hereof and ending at the actions close of business on the day of such mailing; or omissions (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part, except the Depositary, or for the accuracy unredeemed portion of the books or records of the Depositaryany Security being redeemed in part.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.32.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount at the Registrar's requestamount. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a Purchase Notice or Change in 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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 the Depositary, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 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. 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 forms of Security attached hereto as Exhibits A and B 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 of, this Indenture, Company and to examine the Registrar and the Trustee (if not the same Person as the Trustee), that neither the Legend nor the restrictions on transfer set forth therein are required to 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. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and Registrar of the Depositarysale of such Security pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Company or records an Affiliate of the DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12the 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 denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transaction are met; PROVIDEDprovided, HOWEVERhowever, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Issuer and the Registrar 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 2.3, the Company Issuer shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at 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 or the Registrar Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and 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 Section 2.72.2, 2.10, 2.12(a)(1), 3.6, 3.113.7, 4.2 (last paragraph) 4.16, 4.17 or 11.59.5). Neither the Company, any The Registrar nor the Trustee or co-Registrar shall not be required to exchange or register a the transfer of or exchange of any Security (ai) any Securities for during a period beginning at the opening of business 15 days next preceding any before the mailing of a notice of redemption of Securities to be redeemed or any interest payment dateand ending at the close of business on the day of such mailing, (bii) any Securities or portions thereof selected or called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Security being redeemed in part, and (exceptiii) during an Offer to Purchase made pursuant to Section 4.16 or 4.17 if such Security is tendered pursuant to such Offer to Purchase and not withdrawn. 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 redemption of the Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security in part, the portion not to be redeemed) selected or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn approved by the Holder thereof (exceptIssuer, in the case or to a nominee of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangesuccessor Depository. (b) Any Registrar If at any time the Depository for the Global Security or Securities notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Security or Securities or the Issuer become aware that the Depository has ceased to be a clearing agency registered under the Exchange Act, the Issuer 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 pursuant to Section 2.3 hereof within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer shall provide execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of Physical Securities, shall authenticate and deliver Physical Securities, in an aggregate principal amount equal to the Trustee principal amount of the Global Security representing such information as Securities, in exchange for such Global Security or Securities. The Issuer shall reimburse the Trustee may reasonably require in connection with Registrar, the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depository and the Trustee against for expenses they incur in documenting such exchanges and issuances of Securities. The Issuer may at any liability time and in its sole discretion determine that may result from the transferSecurities shall no longer be represented by such Global Security or Securities. In such event the Issuer shall execute, and the Trustee, upon receipt of a written order for the authentication and delivery of Physical Securities in exchange in whole or assignment in part for such Global Security or Securities accompanied by an Officers’ Certificate, shall authenticate and deliver Physical Securities in an aggregate principal amount equal to the principal amount of such Holder's Global Security or Securities in violation exchange for such Global Security or Securities. In any exchange provided for in any of any provision the preceding two paragraphs, the Issuer shall execute and the Trustee shall authenticate and deliver Physical Securities in authorized denominations. Upon the exchange of a Global Security for Physical Securities, such Global Security shall be cancelled by the Trustee. Physical Securities issued in exchange for a Global Security pursuant to this Indenture and/or applicable United States federal Section 2.6(b) shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or state securities lawindirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered in the manner and to the addresses specified by the Depository. None of the Issuer, the Trustee, any Paying Agent or the Registrar shall have no obligation any responsibility or duty liability for any aspect of the records relating to monitor, determine or inquire as to compliance with any restrictions payments made on transfer imposed under this Indenture or under applicable law with respect to any transfer account of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of ownership interests in any a Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, Security or for the accuracy of the books maintaining, supervising or reviewing any records of the Depositaryrelating to such beneficial ownership interests.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12the provisions of SECTIONS 2.14 and 2.15, when a Security is Units are presented to the Registrar or a co-Registrar with a request to register a the transfer thereof of such Units or to exchange such Security Units for an equal principal amount of Securities like Units of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security the Units presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Company, the Subsidiary Issuer and the Registrar or co-Registrar, 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 2.3, the Company Issuers shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount authenticate, Units at 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 or the Registrar Issuers may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to SECTION 2.10, 3.06, 4.15, 4.16 or 9.05, in which event the Issuers shall be imposed in relation thereto, and provided, that this sentence responsible for the payment of such taxes). The Registrar or co-Registrar shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to register the transfer or exchange or register a transfer of any Unit (ai) any Securities for during a period beginning at the opening of business 15 days next preceding any before the mailing of a notice of Securities to be redeemed or any interest payment date, redemption of Units and ending at the close of business on the day of such mailing and (bii) any Securities or portions thereof selected or called for redemption (exceptin whole or in part pursuant to ARTICLE THREE, in except the case unredeemed portion of redemption of a Security any Unit being redeemed in part, the portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security Global Unit shall, by acceptance of such Global Unit, agree that transfers of beneficial interests in such Global Unit may be effected only through the Depository, in accordance with this Indenture and the Applicable Procedures. Each Holder agrees to indemnify the Company Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security Units in violation of any provision of this Indenture and/or applicable United States federal Federal or state or foreign securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security Units (including any transfers between or among Agent Members participants in the Depository or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 --------------------- 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount at the Registrar's requestamount. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 execute, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a Purchase Notice or Change in 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 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. 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 forms of Security attached hereto as Exhibits A and B 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 of, this Indenture, Company and to examine the Registrar and the Trustee (if not the same Person as the Trustee), that neither the Legend nor the restrictions on transfer set forth therein are required to 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 of 1933, as amended ("Securities Act") or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and Registrar of the Depositarysale of such Security pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Company or records an Affiliate of the DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount Principal Amount at the Registrar's requestMaturity. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 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. 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. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and registrar of the Depositarysale of such Security pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books or records Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. Subject to Section 2.12 hereof, --------------------- (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute execute, the Guarantor shall endorse and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount Principal Amount at the Registrar's requestMaturity. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge govern mental charges that may be imposed in relation theretoconnection 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 provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a Purchase Notice or Change in Control Purchase Notice has been delivered given and not withdrawn by the Holder thereof in accor dance with the terms of this Indenture (except, in the case of the purchase of a Security Securities to be pur chased in part, the portion thereof not to be purchased). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 (with Guarantees endorsed thereon) are issued upon the 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. 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 forms of Securities 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. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and registrar of the Depositarysale of such Security pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books or records Company, shall authenticate and deliver a Security (with a Guarantee endorsed thereon) 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 DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. Subject to Section 2.12, (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof Noteholder or its such Noteholder'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 2.32.03, the Company shall execute execute, and the Trustee 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 the Registrar's requestamount. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection with the transfer or exchange of the Notes from the Noteholder requesting such transfer or exchange. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder or such Noteholder's attorney duly authorized in writing, at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer exchanges of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof Notes selected or called for redemption (except, in the case of redemption of a Security Notes to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof Notes in respect of which a Change in Control Purchase Repurchase Notice (as defined in Section 3.10(d)) 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 Notes to be purchased in part, the portion thereof not to be purchased). All Securities issued upon ) or any transfer or exchange Notes 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, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder mailing of a Security agrees notice of redemption of Notes to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositarybe redeemed.

Transfer and Exchange. Subject to Section 2.12 --------------------------------------- hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.32.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount Principal Amount at the Registrar's requestMaturity. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 certificate, each in the form included in EXHIBIT A, Exhibit A attached hereto and in form satisfactory to 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 2.3, the Company shall execute execute, and the Trustee shall authenticate authenticate, Securities of a like aggregate principal amount at the Registrar's ’s request. Any transfer or exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto, and provided, that this sentence shall not apply to any connection with the transfer or exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) of the Securities from the Holder requesting such transfer or 11.5exchange. Neither the Company, any the Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or ), (cii) any Securities or portions thereof in respect of which a Purchase Notice or 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 repurchased in part, the portion thereof not to be purchasedrepurchased) or (iii) any Securities surrendered for conversion (except, in the case of Securities to be converted in part, the portion thereof not to be converted). 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, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12the 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 denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transaction are met; PROVIDEDprovided, HOWEVERhowever, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Issuer and the Registrar 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 2.3, the Company Issuer shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at 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 or the Registrar Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and 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 Section 2.72.2, 2.10, 2.12(a)(1), 3.6, 3.113.7, 4.2 (last paragraph4.17, 4.18, 4.23, 4.24 or 9.6) . The Registrar or 11.5. Neither the Company, any co-Registrar nor the Trustee shall not be required to exchange or register a the transfer of or exchange of any Security (ai) any Securities for during a period beginning at the opening of business 15 days next preceding any before the mailing of a notice of redemption of Securities to be redeemed or any interest payment dateand ending at the close of business on the day of such mailing, (bii) any Securities or portions thereof selected or called for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Security being redeemed in part, and (exceptiii) during an Offer to Purchase made pursuant to Section 4.17, 4.18, 4.23 or 4.24 if such Security is tendered pursuant to such Offer to Purchase and not withdrawn. 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 redemption of the Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security in part, the portion not to be redeemed) selected or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn approved by the Holder thereof (exceptIssuer, in the case or to a nominee of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangesuccessor Depository. (b) Any Registrar If at any time the Depository for the Global Security or Securities notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Security or Securities or the Issuer become aware that the Depository has ceased to be a clearing agency registered under the Exchange Act, the Issuer 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 pursuant to Section 2.3 hereof within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer shall provide execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of Physical Securities, shall authenticate and deliver, Physical Securities, in an aggregate principal amount at maturity equal to the Trustee principal amount at maturity of the Global Security representing such information as Securities, in exchange for such Global Security. The Issuer shall reimburse the Trustee may reasonably require in connection with Registrar, the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depository and the Trustee against for expenses they incur in documenting such exchanges and issuances of Securities. The Issuer may at any liability time and in their sole discretion determine that may result from the transferSecurities shall no longer be represented by such Global Security or Securities. In such event the Issuer shall execute, and the Trustee, upon receipt of a written order for the authentication and delivery of Physical Securities in exchange in whole or assignment in part for such Global Security or Securities accompanied by an Officers’ Certificate, shall authenticate and deliver Physical Securities in an aggregate principal amount equal to the principal amount of such Holder's Global Security or Securities in violation exchange for such Global Security or Securities. In any exchange provided for in any of any provision the preceding two paragraphs, the Issuer shall execute and the Trustee shall authenticate and deliver Physical Securities in authorized denominations. Upon the exchange of a Global Security for Physical Securities, such Global Security shall be cancelled by the Trustee. Physical Securities issued in exchange for a Global Security pursuant to this Indenture and/or applicable United States federal Section 2.6(b) shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or state securities lawindirect 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 Issuer, the Trustee, any Paying Agent or the Registrar shall have no obligation any responsibility or duty liability for any aspect of the records relating to monitor, determine or inquire as to compliance with any restrictions payments made on transfer imposed under this Indenture or under applicable law with respect to any transfer account of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of ownership interests in any a Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, Security or for the accuracy of the books maintaining, supervising or reviewing any records of the Depositaryrelating to such beneficial ownership interests.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12the 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, the Registrar or co-Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transaction are met; PROVIDEDprovided, HOWEVERhowever, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Issuer and the Registrar 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 2.3, the Company Issuer shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at 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 or the Registrar Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and 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 Section 2.72.2, 2.10, 2.12(a)(1), 3.6, 3.114.17, 4.2 (last paragraph) 4.18 or 11.59.5). Neither the Company, any The Registrar nor the Trustee or co-Registrar shall not be required to exchange or register a the transfer of or exchange of any Security (ai) any Securities for during a period beginning at the opening of business 15 days next preceding any before the mailing of a notice of redemption of Securities to be redeemed or any interest payment dateand ending at the close of business on the day of such mailing, (bii) any Securities or portions thereof selected or called for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (exceptiii) during a Change of Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. 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 redemption of the Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security in part, the portion not to be redeemed) selected or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn approved by the Holder thereof (exceptIssuer, in the case or to a nominee of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangesuccessor Depository. (b) Any Registrar If at any time the Depository for the Global Security or Securities notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Security or Securities or the Issuer becomes aware that the Depository has ceased to be a clearing agency registered under the Exchange Act, the Issuer 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 pursuant to Section 2.3 hereof within 90 days after the Issuer receives such notice or become aware of such ineligibility, the Issuer shall provide execute, and 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 Trustee principal amount at maturity of the Global Security representing such information as Securities, in exchange for such Global Security. The Issuer shall reimburse the Trustee may reasonably require in connection with Registrar, the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depository and the Trustee against for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Issuer may at any liability time and in their sole discretion determine that may result from the transferSecurities shall no longer be represented by such Global Security or 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 assignment in part for such Global Security or Securities, will authenticate and make available for delivery individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Holder's Global Security or Securities in violation exchange for such Global Security or Securities. In any exchange provided for in any of any provision the preceding two paragraphs, the Issuer will execute and the Trustee will authenticate and make available for delivery 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 in exchange for a Global Security pursuant to this Indenture and/or applicable United States federal Section 2.6(b) shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or state securities lawindirect participants or otherwise, shall instruct the Trustee. The Trustee shall make available for delivery such Securities to the Persons in whose names such Securities are so registered. Neither the Issuer, the Trustee, any Paying Agent or the Registrar will have no obligation any responsibility or duty liability for any aspect of the records relating to monitor, determine or inquire as to compliance with any restrictions payments made on transfer imposed under this Indenture or under applicable law with respect to any transfer account of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of ownership interests in any a Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, Security or for the accuracy of the books maintaining, supervising or reviewing any records of the Depositaryrelating to such beneficial ownership interests.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is When Warrants are presented to a Registrar the Company with a request to register a the transfer thereof of such Warrants or to exchange such Security Warrants for an equal principal amount number of Securities Warrants of other authorized denominations, the Registrar Company shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, that every Security presented or the Warrant Certificates representing such Warrants surrendered for registration of transfer or exchange exchange: (i) shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form reasonably satisfactory to the Registrar Company, duly executed by the Holder thereof or its his attorney duly authorized in writing. ; and (ii) in the case of Warrants that are Transfer Restricted Securities, shall be accompanied by the following additional information and documents: (A) a certificate from such Holder in substantially the form of Exhibit C hereto certifying that: (1) such securities are being delivered for registration in the name of such Holder without transfer; (2) such securities are being transferred to the Company; (3) such securities are being transferred pursuant to an effective registration statement under the Securities Act; or (4) such securities are being transferred (w) to a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act pursuant to such Rule 144A, if available, (x) in an offshore transaction in accordance with Rule 904 under the Securities Act, (y) in a transaction meeting the requirements of Rule 144 under the Securities Act or (z) pursuant to another available exemption from the registration requirements of the Securities Act; and (B) in the case of any transfer described under clause (a)(ii)(A)(4)(x), (y) or (z) of this Section 2.4, evidence reasonably satisfactory to the Company (which may include an opinion of counsel) as to compliance with the restrictions set forth in the legend in Section 2.5. (i) To permit registration registrations of transfers and exchanges, the Company shall execute Warrant Certificates as required pursuant to the provisions of this Section 2.4. (ii) All Warrant Certificates issued upon surrender of any Security for registration of transfer or exchange at an office of Warrants shall be the valid obligations of the Company, entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered upon such registration of transfer or agency maintained pursuant exchange. (iii) Prior to Section 2.3due presentment for registration of transfer of any Warrant, the Company shall execute may deem and treat the Person in whose name any Warrant is registered as the absolute owner of such Warrant and the Trustee Company shall authenticate Securities of a like aggregate principal amount at not be affected by notice to the Registrar's request. Any exchange or transfer contrary. (iv) No service charge shall be without chargemade to a Holder for any registration of transfer or exchange upon surrender of any Warrant Certificate. However, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to connection with any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer registration of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeWarrant Certificates. (bv) Any Registrar appointed Upon any sale or transfer of Warrants pursuant to Section 2.3 hereof shall provide an effective registration statement under the Securities Act, pursuant to Rule 144(k) under the Securities Act or pursuant to an opinion of counsel reasonably satisfactory to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify Company that no legend is required, the Company shall permit the Holder thereof to exchange such Warrants for Warrants represented by Warrant Certificates that do not bear the legend set forth in Section 2.5 and rescind any restriction on the Trustee against any liability that may result from the transfer, exchange or assignment transfer of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the DepositaryWarrants.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is When Notes 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 Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDexchange, HOWEVER, provided that every Security Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Corporation and the Registrar duly executed by the Holder thereof or its by his or her 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount Notes at the Registrar's request. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange of Notes, except that but the Company or the Registrar Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange other than exchanges pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) Sections 2.10 or 11.53.07. Neither the Company, any Registrar nor the Trustee A Global Security shall be required exchangeable pursuant to exchange this Section 2.06 for Notes registered in the names of Persons other than the Depository or register a transfer of its nominee only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section 2.06 if (ax) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such series or at any Securities for a period of 15 days next preceding any mailing of a notice of Securities time ceases to be redeemed or any interest payment datea clearing agency registered as such under the Exchange Act, (by) 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 Change in Control Purchase Notice has been delivered Corporation executes and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide delivers to the Trustee an Officers' Certificate providing that such information Global Security shall be so exchangeable or (z) there shall have occurred and be continuing an Event of Default which entitles the Holders to accelerate the maturity thereof. Notes so issued in exchange for a Global Security shall be of like tenor and maturity, in authorized denominations and in the aggregate having the same principal amount as the Trustee Global Security to be exchanged, and shall be registered in such names as the Depository for such Global Security shall direct. Notwithstanding any other provisions of this Section 2.06, a Global Security may reasonably require in connection with not be transferred except as a whole by the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of Depository to a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment nominee of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal Depository or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery by a nominee of such certificates and other documentation Depository to such Depository or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions another nominee of the Depositary, or for the accuracy of the books or records of the Depositarysuch Depository.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, 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 certificate, in the form included in EXHIBIT AExhibit B attached hereto, and in form reasonably satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange other than exchanges pursuant to Section 2.7, 2.10, 2.12(a)(1)Section 13.5, 3.6Article 3, 3.11Article 5 or Article 7, 4.2 (last paragraph) or 11.5in each case, not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment dateredeemed, (bii) any Securities or 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 (ciii) any Securities or portions thereof in respect of which a Fundamental Change in Control 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). 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, and under identical terms benefits under this Indenture, Indenture as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 or Section 9.6 hereof shall provide to the Trustee such information as the Trustee may reasonably require request in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such 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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of the Base Indenture, this Fourth Supplemental Indenture and the then applicable procedures of the Depositary (the “Applicable Procedures”). In connection with all transfers and exchanges of beneficial interests, the transferor of such beneficial interest must deliver to compliance the Trustee either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with any applicable additional the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or, if Definitive Securities are at such time permitted to be issued pursuant to this Fourth Supplemental Indenture and the Base Indenture, (B)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Security Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in Section 2.12the Base Indenture, when a this Fourth Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal shall adjust the principal amount of the relevant Global Securities pursuant to Section 2.7 hereof. (b) Upon request by a Holder of other authorized denominationsDefinitive Securities and such Holder’s compliance with the provisions of this Section 2.6(b), the Security Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for of Definitive Securities. Prior to such registration of transfer or exchange exchange, the requesting Holder shall be present or surrender to the Trustee the Definitive Securities duly endorsed or accompanied by an assignment form and, if applicable, a written instruction of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Security Registrar duly executed by the such Holder thereof or by its attorney attorney, duly authorized in writing. To permit registration of transfers The Trustee shall cancel any such Definitive Securities so surrendered, and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and and, upon receipt of a Company Order pursuant to Section 303 of the Base Indenture, the Trustee shall authenticate Securities of and deliver to the Person designated in the instructions a like aggregate new Definitive Security in the appropriate principal amount at the Registrar's requestamount. Any exchange or transfer Definitive Security issued pursuant to this Section 2.6(b) shall be without charge, except that the Company registered in such name or the Registrar may require payment of a sum sufficient to cover any tax names and in such authorized denomination or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 Change in Control Purchase Notice has been delivered and not withdrawn by denominations as the Holder thereof (except, in of such beneficial interest shall instruct the case of Security Registrar through instructions from the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depositary and the Trustee against any liability that may result from the transfer, exchange Participant or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawIndirect Participant. The Trustee shall have no obligation or duty deliver such Definitive Securities to monitorthe Persons in whose names such Definitive Securities are so registered. In addition, determine or inquire the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions Section 305 of the Depositary, or for the accuracy of the books or records of the DepositaryBase Indenture.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.13, 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, the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; 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 AExhibit D hereto, and completed in form a manner satisfactory to the Registrar and the Trustee 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 2.32.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto, and provided, ; provided that this sentence shall not apply to any exchange pursuant to Section 2.72.11, 2.10, 2.12(a)(12.13(b), 3.63.03(c), 3.11, 4.2 (last paragraph4.02(c) or 11.5. 10.06 unless, and to the extent, specified otherwise therein. (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a the transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) exchange any Securities or portions thereof in respect of which a Fundamental Change in Control 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, and under identical terms benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. (bd) Any Registrar appointed pursuant to Section 2.3 hereof 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. (ce) Each Holder of a Security agrees to indemnify the Company and the Trustee (and any Agent, as applicable) 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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. Subject to Section 2.12 hereof, ------------------------------------ (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar Registrar, duly executed by the Holder thereof Securityholder or its attorney duly authorized in writing. To permit registration writing by such Securityholder's attorney, at the office or agency of transfers the Company designated Registrar or co-registrar pursuant to Section 2.03, the Company shall execute, and exchangesthe Trustee, upon surrender at the written direction of the Company, shall authenticate and deliver in the name of the designated transferee or transferees, one or more new Securities of any 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 2.3exchange, but the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 duly authorized in writing by such Securityholder's attorney, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and providedthe Trustee, that this sentence 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 Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and providedPROVIDED, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 any interest payment dateredeemed, (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 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 not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. The Warrants may not be transferred, --------------------- assigned, sold or hypothecated by the Holder except in accordance with this Section 2.05 or in an involuntary assignment by operation of law to the Holder's personal representative. (a) Subject Each Holder of Warrants, by acceptance thereof, represents and acknowledges that such Warrants have not been and will not be registered under the Securities Act on the grounds that the issuance of such Warrants is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering. Each Holder of Warrants represents and warrants that such Holder (i) is acquiring these Warrants for investment for such Holder's own account, with no intention of reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of such Holder's property shall at all times be within such Holder's control, (ii) is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, (iii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrants, and (iv) has been provided all such information and access to information concerning such Holder's investment hereunder as such Holder has requested from Careside. The Warrants may not be transferred except (1) to officers and partners of the Purchasers, (2) (x) pursuant to an effective registration statement under the Securities Act or (y) in the case of transfers other than those described in clause (2) (x), upon satisfaction of an applicable exemption from such registration requirements, and compliance with any the provisions of the Securities Act and the Conduct Rules of the National Association of Securities Dealers, Inc. in respect of the transfer of such Warrant, and (3) upon compliance with applicable additional requirements contained state securities laws. (b) The Warrant Certificates shall be issued in Section 2.12, when registered form only and shall be transferable only upon the surrender of such Warrant Certificate for registration of transfer. When a Security Warrant Certificate is presented to a Registrar Careside with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominationstransfer, the Registrar Careside shall register the transfer or make as requested if the exchange requirements of Section 8-401(1) of the Uniform Commercial Code as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for in effect in the State of New York are met. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be duly endorsed or accompanied by an assignment form andvalid obligations of Careside, if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory entitled to the Registrar duly executed by same benefits under this Agreement as the Holder thereof or its attorney duly authorized in writing. To permit Warrant Certificates surrendered upon such registration of transfers and exchanges, upon surrender of transfer or exchange. No service charge will be made to a Holder for any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3upon surrender of any Warrant Certificate. However, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar Careside may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to connection with any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer registration of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer Warrant Certificates but not for any exchange or exchange. original issuance (bnot involving a transfer) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer 3.04 or exchange of Securities3.05. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT Exhibit A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or registration of transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1)3.7, 3.6, 3.11, 4.2 4.3 (last paragraph) or 11.511.6. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment dateredeemed, (bii) any Securities or 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 (ciii) any Securities or portions thereof in respect of which a Change in Control Purchase Repurchase Exercise Notice pursuant to Section 3.8(d) hereof has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company 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. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof Noteholder or its such Noteholder'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 2.32.03, the Company shall execute execute, and the Trustee 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 the Registrar's requestamount. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection with the transfer or exchange of the Notes from the Noteholder requesting such transfer or exchange. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder or such Noteholder's attorney duly authorized in writing, at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer exchanges of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof Notes selected or called for redemption (except, in the case of redemption of a Security Notes to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof Notes in respect of which a Change of Control Repurchase Notice (as defined in Control Purchase Notice Section 3.10(d)) 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 Notes to be purchased in part, the portion thereof not to be purchased). All Securities issued upon ) or any transfer or exchange Notes for a period of Securities shall 15 days before the mailing of a notice of redemption of Notes to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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 in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Notes. (d) Any Registrar appointed pursuant to Section 2.3 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 Notes upon transfer or exchange of SecuritiesNotes. (ce) Each Holder No Registrar shall be required to make registrations of a Security agrees to indemnify transfer or exchange of Notes during any periods designated in the Company text of the Notes 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 Notes are issued upon the 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. The Trustee shall have no obligation or duty Notes 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 Note 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 Note, the Notes 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 Regulation S under the Securities Act or that such Notes are not "restricted" within the meaning of Rule 144 under the Securities Act. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and Registrar of the Depositarysale of such Note pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books or records Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is When Securities are presented to the Registrar or a Registrar co-registrar with a request from the Holder of such Securities to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominationstransfer, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every . Every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar Company and the Registrar, duly executed by the Holder thereof or its attorney his attorneys duly authorized in writing. 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 the office or agency maintained for such purpose pursuant to Section 2.03. 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 2.3, the Company shall issue and execute and the Trustee shall authenticate new Securities of a like aggregate principal amount evidencing such transfer or exchange at the Registrar's request. Any exchange or transfer No service charge shall be without charge, except that made to the Securityholder for any registration of transfer or exchange. The Company or the Registrar may require from the Securityholder payment of a sum sufficient to cover any tax transfer taxes or other governmental charge that may be imposed in relation theretoto a transfer or exchange, and provided, that but this sentence provision shall not apply to any exchange pursuant to Section 2.72.09, 2.103.03, 2.12(a)(15.02, 6.09 or 12.04 (in which events the Company will be responsible for the payment of such taxes), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any The Registrar nor the Trustee shall not be required to exchange or register a transfer of (a) any Securities Security for a period of 15 days next immediately preceding any the first mailing of a notice of redemption of Securities to be redeemed or of any interest payment dateSecurity selected, (b) any Securities called or portions thereof selected or being called for redemption (except, in the case of redemption of a any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.09 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, 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 in the form included in EXHIBIT AExhibit A attached hereto, and in form satisfactory to the Registrar 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 2.32.05, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither None of the Company, any Registrar nor or the Trustee shall be required to exchange or register a transfer or exchange of (a) any Securities for which the Holder has delivered, and not validly withdrawn, a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment dateFundamental Change Repurchase Notice, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in partpartial repurchase, the with respect to that portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion Securities not to be purchased)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, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 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. (c) Each Holder of a Security agrees to indemnify the Company Company, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's ’s Security in violation of any provision of this Indenture and/or applicable United States U.S. federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture 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. The Trustee shall have no responsibility for the actions duty to obtain documentation relating to any transfers or omissions of the Depositary, or for the accuracy of the books or records of the Depositaryexchanges other than as specifically required hereunder.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.13, 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, the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; 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 form a manner satisfactory to 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 2.32.03(a), the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto, and provided, ; provided that this sentence shall not apply to any exchange pursuant to Section 2.72.11, 2.10, 2.12(a)(12.13(a), 3.6, 3.11, 4.2 (last paragraph4.02(d) or 11.5. 10.06. (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a the transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) exchange any Securities or portions thereof in respect of which a Repurchase Notice or 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, and under identical terms benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. (bd) Any Registrar appointed pursuant to Section 2.3 hereof 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. (ce) 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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount Principal Amount at the Registrar's requestMaturity. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 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. 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. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and registrar of the Depositarysale of such Security pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books or records Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12the 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, the Registrar or co-Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transaction are met; PROVIDEDprovided, HOWEVERhowever, that every Security presented or the Securities surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Issuers and the Registrar 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 2.3, the Company Issuers shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at 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 or the Registrar Issuers may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation thereto, and 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 Section 2.72.02, 2.10, 2.12(a)(13.06, 4.16, 4.17 or 9.07), 3.6, 3.11, 4.2 (last paragraph) . The Registrar or 11.5. Neither the Company, any co-Registrar nor the Trustee shall not be required to exchange or register a the transfer of or exchange of any Security (ai) any Securities for during a period beginning at the opening of business 15 days next preceding any before the mailing of a notice of redemption of Securities to be redeemed or any interest payment dateand ending at the close of business on the day of such mailing, (bii) any Securities or portions thereof selected or called for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (exceptiii) during a Change of Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. A Global Security may be transferred, in whole but not in part, in the case manner provided in this Section 2.06(a), only to a nominee of redemption of the Depository for such Global Security, or to the Depository, or a successor Depository for such Global Security in part, the portion not to be redeemed) selected or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn approved by the Holder thereof (exceptIssuers, in the case or to a nominee of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangesuccessor Depository. (b) Any Registrar If at any time the Depository for the Global Security or Securities notifies the Issuers that it is unwilling or unable to continue as Depository for such Global Security or Securities or the Issuers become aware that the Depository has ceased to be a clearing agency registered under the Exchange Act, the Issuers 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 pursuant to Section 2.3 hereof within 90 days after the Issuers receive such notice or become aware of such ineligibility, the Issuers shall provide execute, and 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 Trustee principal amount at maturity of the Global Security representing such information as Securities, in exchange for such Global Security. The Issuers shall reimburse the Trustee may reasonably require in connection with Registrar, the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depository and the Trustee against for expenses they incur in documenting such exchanges and issuances of Securities in definitive form. The Issuers may at any liability time and in their sole discretion determine that may result from the transferSecurities shall no longer be represented by such Global Security or Securities. In such event the Issuers will execute, and the Trustee, upon receipt of a written order for the authentication and delivery of individual Securities in exchange in whole or assignment in part for such Global Security or Securities, will authenticate and make available for delivery individual Securities in definitive form in an aggregate principal amount equal to the principal amount of such Holder's Global Security or Securities in violation exchange for such Global Security or Securities. In any exchange provided for in any of any provision the preceding two paragraphs, the Issuers will execute and the Trustee will authenticate and make available for delivery 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 in exchange for a Global Security pursuant to this Indenture and/or applicable United States federal Section 2.06 shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or state securities lawindirect participants or otherwise, shall instruct the Trustee. The Trustee shall make available for delivery such Securities to the Persons in whose names such Securities are so registered. Neither the Issuers, the Trustee, any Paying Agent or the Registrar will have no obligation any responsibility or duty liability for any aspect of the records relating to monitor, determine or inquire as to compliance with any restrictions payments made on transfer imposed under this Indenture or under applicable law with respect to any transfer account of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of ownership interests in any a Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, Security or for the accuracy of the books maintaining, supervising or reviewing any records of the Depositaryrelating to such beneficial ownership interests.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 certificate, each in the form included in EXHIBIT A, Exhibit A attached hereto and in form satisfactory to 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 2.3, the Company shall execute execute, and the Trustee shall authenticate authenticate, Securities of a like aggregate principal amount at the Registrar's request. Any transfer or exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto, and provided, that this sentence shall not apply to any connection with the transfer or exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) of the Securities from the Holder requesting such transfer or 11.5exchange. Neither the Company, any the Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for in respect of which a period Purchase Notice or a Fundamental Change Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption this Indenture (except, in the case of redemption of a Security Securities to be repurchased in part, the portion thereof not to be redeemed) repurchased), or (cii) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof surrendered for conversion (except, in the case of the purchase of a Security Securities to be converted in part, the portion thereof not to be purchasedconverted). 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, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 upon receipt of a Company Order shall authenticate and deliver, upon surrender in the name of the designated transferee or transferees, one or more new Securities (having the Guarantee endorsed thereon by the Guarantor) 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 2.3exchange, but the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 providedthe Trustee upon receipt of a Company Order shall authenticate and deliver, that this sentence 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 Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 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 Exhibit A-1 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, the Guarantor and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company, the Guarantor and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such Holder's satisfactory evidence, or (ii) notification by the Company or the Guarantor 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, at the written direction of this Indenture and/or applicable United States federal the Company or state securities lawthe Guarantor, 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 or the Guarantor, the Legend shall be reinstated by the Company. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of 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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate certificate, each in the form included in EXHIBIT A, Exhibit A attached hereto and in form satisfactory to 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 2.3, the Company shall execute execute, and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any transfer or exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto, and provided, that this sentence shall not apply to any connection with the transfer or exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) of the Securities from the Securityholder requesting such transfer or 11.5exchange. Neither the Company, any the Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (ii) any Securities in respect of which a Repurchase Notice or a Change of Control Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be repurchased in part, the portion thereof not to be repurchased) or (iii) any Securities for a period of 15 days next preceding any before the mailing of a notice of redemption of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Company, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between 15 or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT Exhibit A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, representing a like aggregate principal amount at the Registrar's requestamount. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto, and provided, connection 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 Section 2.7Sections 2.6(e), 2.10, 2.12(a)(1)2.9, 3.6, 3.11, 4.2 (last paragraph) 9.5 or 11.510.2(e). 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 exchange make, and the Registrar need not register, transfers or register a transfer exchanges of (a) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (bi) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or ), (cii) any Securities or portions thereof in respect of which a Change in 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 (iii) 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, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) . Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation . (b) 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 of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions behalf of the Depositary, transfers of a Global Security, in whole or for the accuracy of the books or records of the Depositaryin part, shall be made only in accordance with Section 2.12 and this Section 2.6.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.123.5 of the Base Indenture, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, that every Security presented or surrendered for registration of transfer or exchange shall shall, if such Security is a Registered 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 certificate, in the form included in EXHIBIT AExhibit A attached hereto, and in form reasonably satisfactory to the Registrar 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 2.32.03, the Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange other than exchanges pursuant to Section 2.73.9 of the Base Indenture or Section 9.05, 2.10Article 3 or Article 4 of this First Supplemental Indenture, 2.12(a)(1)in each case, 3.6, 3.11, 4.2 (last paragraph) or 11.5not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 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). 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, and under identical terms benefits under this Indenture, First Supplemental Indenture as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof 2.03 of this First Supplemental Indenture or Section 10.2 of the Base Indenture 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. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental 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 IndentureFirst Supplemental Indenture (including if so requested by the Company exercising a right to require the delivery of such items), and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in a Global Security shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositarybe required to be reflected in a book-entry system.

Transfer and Exchange. (a) Subject Upon surrender for registration of ---------------------- transfer of any Security, together with a written instrument of transfer reasonably satisfactory to compliance with any applicable additional requirements contained the Trustee duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03 or at the office or agency referred to in Section 2.124.05, when a Security is presented to a Registrar with a request to register a transfer thereof the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or to exchange such Security for an equal principal amount of transferees, one or more new Securities of other any authorized denomination or denominations, the Registrar of a like aggregate Principal Amount. The Company shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange shall 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 duly endorsed exchanged for other Securities of any authorized denomination or accompanied by an assignment form anddenominations, if applicableof a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form reasonably satisfactory to the Registrar 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 2.3agency. Whenever any Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate and deliver, the Securities of a like aggregate principal amount at which the Registrar's requestHolder making the exchange is entitled to receive. Any exchange or transfer shall be without charge, except that the The Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer exchanges of (a) Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Securities for a period of 15 days next preceding any before the mailing of a notice of Securities to be redeemed or redemption. Notwithstanding 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 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 not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled provision to the same benefitscontrary herein, so long as a global Security remains outstanding and under identical terms under this Indenture, as the Securities surrendered upon such transfer is held by or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions behalf of the Depositary, transfers of a global Security, in whole or for the accuracy in part, shall be made only in accordance with Section 2.11 and this Section 2.06. Transfers of a global Security shall be limited to transfers of such global Security in whole, or in part, to nominees of the books Depositary or records to a successor of the DepositaryDepositary or such successor's nominee.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT Exhibit A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 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 not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered Upon due presentation for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange any series at an the office or agency maintained pursuant to Section 2.3of any Registrar, the Company TLGI shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series, maturity date, interest date, if any, and original issue date in authorized denominations for a like aggregate principal amount amount. All Securities presented for registration of transfer shall (if so required by TLGI or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to TLGI and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the office of the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar TLGI may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence connection with any registration of transfer of Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. TLGI shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding any the first mailing or publication of a notice of redemption of Securities of such series to be redeemed or any interest payment dateredeemed, (b) any Securities selected, called or portions thereof selected or being called for redemption (exceptredemption, in whole or in part, in the case of redemption of a any Security to be redeemed in part, the portion thereof not so to be redeemed) redeemed or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by Security if the Holder thereof (excepthas exercised his right, if any, to require TLGI to repurchase such Security in the case of the purchase of a Security whole or in part, except the portion of such Security not required to be purchased)repurchased. Notwithstanding any other provision of this Section 2.10, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies TLGI that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.04, TLGI shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by TLGI within 90 days after TLGI receives such notice or becomes aware of such ineligibility, TLGI's election pursuant to Section 2.01 that such Securities be represented by one or more Global Securities shall no longer be effective and TLGI shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. TLGI may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event TLGI shall execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by TLGI pursuant to Section 2.01 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to TLGI and such Depositary. Thereupon, TLGI shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to the Person specified by such Depositary, a new Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above. Upon the exchange of a Global Security for Securities in definitive registered form in authorized denominations, such Global Security shall be cancelled by the Trustee or an agent of TLGI or the Trustee. Securities in definitive registered form issued in exchange for a Global Security pursuant to this Section 2.10 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of TLGI or the Trustee. The Trustee or such agent shall deliver at its office such Securities to or as directed by the Persons in whose names such Securities are so registered. All Securities issued upon any transfer or exchange of Securities shall be valid and legally binding obligations of the CompanyTLGI, evidencing the same debt debt, and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT Exhibit A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(12.12(a), 3.6, 3.113.13, 4.2 (last paragraph) or 11.5. . (b) Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (a1) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment dateredeemed, (b2) any Securities or portions thereof selected or called for redemption (except, except in the case of redemption of a Security in part, the portion thereof not to be redeemed) or (c3) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of 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, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (bd) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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. . (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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT Exhibit A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, PROVIDED FURTHER that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 any interest payment dateredeemed, (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 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 not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal Federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members 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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVER--------- 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 Transfer Certificate, each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any No charge shall be made for any exchange or transfer shall be without chargetransfer, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to other than any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.63.7, 3.113.12, 4.2 (last paragraph) or 11.511.5 not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 any interest payment dateredeemed, (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 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 not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal Federal or state securities law. The Neither the Registrar nor the Trustee shall have no any 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 among, Depositary participants or other beneficial owners of interests in any Global Security) other than ); except that upon presentment to the Registrar of a Security with a request to register a transfer thereof, the Registrar shall require delivery of such certificates (and other documentation or evidence evidence, if applicable), as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.09 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, the Registrar shall register the transfer or make the exchange as requested; PROVIDEDprovided , HOWEVERhowever , 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 certificate, in the form included in EXHIBIT AExhibit A attached hereto, and in form reasonably satisfactory to the Registrar 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 2.32.03 hereof, the Company shall execute and the Trustee shall shall, upon receipt of an Order of the Company, authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange other than exchanges pursuant to Section 2.73.4 of the Base Indenture or Section 8.04, 2.10Article 3 or Article 4 of this First Supplemental Indenture, 2.12(a)(1)in each case, 3.6, 3.11, 4.2 (last paragraph) or 11.5not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 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). 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, and under identical terms benefits under this Indenture, Indenture as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 2.03 hereof or Section 10.2 of the Base Indenture 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. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this the 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 Indenturethe Indenture (including if so requested by the Company exercising a right to require the delivery of such items), and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in a Global Security shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositarybe required to be reflected in a book-entry system.

Transfer and Exchange. (a) Subject The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depositary, in accordance with the provisions of the Base Indenture, this First Supplemental Indenture and the then applicable procedures of the Depositary (the “Applicable Procedures”). In connection with all transfers and exchanges of beneficial interests, the transferor of such beneficial interest must deliver to compliance the Trustee either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with any applicable additional the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or, if Definitive Securities are at such time permitted to be issued pursuant to this First Supplemental Indenture and the Base Indenture, (B)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Security Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in Section 2.12the Base Indenture, when a this First Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal shall adjust the principal amount of the relevant Global Securities pursuant to Section 2.7 hereof. (b) Upon request by a Holder of other authorized denominationsDefinitive Securities and such Holder’s compliance with the provisions of this Section 2.6(b), the Security Registrar shall register the transfer or make the exchange as requested; PROVIDED, HOWEVER, that every Security presented or surrendered for of Definitive Securities. Prior to such registration of transfer or exchange exchange, the requesting Holder shall be present or surrender to the Trustee the Definitive Securities duly endorsed or accompanied by an assignment form and, if applicable, a written instruction of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Security Registrar duly executed by the such Holder thereof or by its attorney attorney, duly authorized in writing. To permit registration of transfers The Trustee shall cancel any such Definitive Securities so surrendered, and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and and, upon receipt of a Company Order pursuant to Section 303 of the Base Indenture, the Trustee shall authenticate Securities of and deliver to the Person designated in the instructions a like aggregate new Definitive Security in the appropriate principal amount at the Registrar's requestamount. Any exchange or transfer Definitive Security issued pursuant to this Section 2.6(b) shall be without charge, except that the Company registered in such name or the Registrar may require payment of a sum sufficient to cover any tax names and in such authorized denomination or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 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 Change in Control Purchase Notice has been delivered and not withdrawn by denominations as the Holder thereof (except, in of such beneficial interest shall instruct the case of Security Registrar through instructions from the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company Depositary and the Trustee against any liability that may result from the transfer, exchange Participant or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities lawIndirect Participant. The Trustee shall have no obligation or duty deliver such Definitive Securities to monitorthe Persons in whose names such Definitive Securities are so registered. In addition, determine or inquire the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions Section 305 of the Depositary, or for the accuracy of the books or records of the DepositaryBase Indenture.

Transfer and Exchange. (a) Subject The following provisions shall apply with respect to any proposed transfer of a Note prior to the date which is two years after the later of the date of its original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the "Resale Restriction Termination Date"): (i) a transfer of a Note or a beneficial interest therein to a QIB shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form of the Form of Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities set forth on the reverse of the Note that the transferee is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; (ii) a transfer of a Note or a beneficial interest therein pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder, shall be made upon receipt by the Registrar of such opinions of counsel, certificates and/or other information reasonably required by and satisfactory to it in order to ensure compliance with any applicable additional requirements contained the Securities Act; and (iii) a transfer of a Note or a beneficial interest therein to an IAI shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Section 2.122.7 from the proposed transferee and the delivery of an Opinion of Counsel, when certification and/or other information satisfactory to each of them. (b) Upon the transfer, exchange or replacement of Notes not bearing 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 denominationsRestricted Note Legend, the Registrar shall register deliver Notes that do not bear a Restricted Note Legend. Upon the transfer transfer, exchange or make replacement of Notes bearing a Restricted Note Legend, the exchange as requested; PROVIDEDRegistrar shall deliver only Notes that bear such Restricted Note Legend unless (i) a Note is being transferred pursuant to an effective registration statement or (ii) if requested by the Company or Registrar, HOWEVER, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT A, and in form satisfactory there is delivered to the Company and the Registrar duly executed by an Opinion of Counsel to the Holder thereof effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. (c) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or its attorney duly authorized this Section 2.6 until the Notes have matured and been paid in writingfull. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. (d) The following obligations with respect to transfers and exchanges of Notes shall apply: (i) 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 2.3, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Securities upon receipt of a like aggregate principal amount Company Order, authenticate Definitive Notes and Global Notes at the Registrar's request. Any exchange or transfer . (ii) No service charge shall be without chargemade to a Holder for any registration of transfer or exchange, except that but the Company or the Registrar Trustee may require payment of a sum sufficient to cover any tax transfer tax, assessments or other similar governmental charge that may be imposed payable in relation theretoconnection therewith (other than any such transfer taxes, and provided, that this sentence shall not apply to any assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 2.73.9, 2.103.10 or Article V). (iii) The Registrar shall not be required to register the transfer of or exchange of any Note (A) for a period beginning at the opening of business 15 days before any selection of Notes for redemption or repurchase and ending at the close of business on the day notice of such redemption or repurchase is deemed to have been given to all Holders of Notes to be so redeemed or repurchased or (B) selected for redemption or repurchase in whole or in part, 2.12(a)(1)except for the transfer of the unredeemed portion of any Note being redeemed in part. (iv) Except as provided herein, 3.6prior to the due presentation for registration of transfer of any Note, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any the Trustee, Paying Agent, the Conversion Agent or the Registrar nor may deem and treat the Trustee Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest (including Additional Interest, if any) on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Conversion Agent or the Registrar shall be required affected by notice to exchange or register a transfer of the contrary. (av) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security in part, the portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities Notes 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, and under identical terms benefits under this Indenture, Indenture as the Securities Notes surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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 at Maturity of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements for such transactions are met; 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 in the form included in EXHIBIT Exhibit A, and in form satisfactory to the Registrar 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 2.32.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount Principal Amount at Maturity at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1Section 2.12, Section 3.06, Section 3.08(d), 3.6, 3.11, 4.2 (last paragraphSection 4.02(e) or 11.5Section 10.05 not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (a) register the transfer of or exchange any Securities Security for a period of 15 days next preceding before selecting Securities to be redeemed; (b) register the transfer of or exchange any Security during the period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption and ending at 5:00 p.m. New York City time on the day of the mailing; or (c) register the transfer of or exchange any Security that has been selected for redemption or for which the Holder has delivered, and not validly withdrawn, a Purchase Notice or Fundamental Change Purchase Notice, except, in the case of a partial redemption of a Security in partor purchase, the that portion not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion Securities not to be being redeemed or purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) . Any Registrar appointed pursuant to Section 2.3 hereof 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. (c) . Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's ’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.123, when a Security Note is presented to a Registrar the Company with a request to register a transfer thereof or to exchange such Security Note for an equal principal amount of Securities Notes of other authorized denominations, the Registrar Company shall register the transfer or make the exchange as requested; PROVIDEDprovided, HOWEVERhowever, that every Security Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in EXHIBIT Athe Note, and in form satisfactory to the Registrar Company 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or registration of transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 2.9. (last paragraphb) or 11.5. Neither the Company, any Registrar nor the Trustee The Company shall not be required to exchange or register a transfer of (ai) any Securities Notes for a the 15-day period immediately preceding the date of 15 days next preceding any mailing of a notice of Securities Notes to be redeemed or any interest payment dateredeemed, (bii) any Securities Notes or portions thereof selected or called for redemption (except, in the case of redemption of a Security Note in part, the portion thereof not to be redeemed) or (ciii) any Securities Notes or portions thereof in respect of which a Change in Control Purchase Notice notice pursuant to Section 3.1(c) hereof has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security Note in part, the portion thereof not to be purchased). . (c) All Securities Notes issued upon any transfer or exchange of Securities Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this IndentureAgreement, as the Securities Notes surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (cd) Each Holder of a Security agrees severally 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 ’s Note in violation of any provision of this Indenture Agreement and/or applicable United States federal or state securities law, but only to the extent of the damages caused to the Company by such Holder’s violation. The Trustee shall have no obligation or duty Holder will not be liable for breaches by any other Holder pursuant to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositaryprovision.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 certificate, each in the form included in EXHIBIT A, Exhibit A attached hereto and in form satisfactory to 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 2.3, the Company shall execute execute, and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any transfer or exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto, and provided, that this sentence shall not apply to any connection with the transfer or exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) of the Securities from the Holder requesting such transfer or 11.5exchange. Neither the Company, any the Registrar nor the Trustee shall be required to exchange or register a transfer of (ai) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) ), or (cii) any Securities or portions thereof in respect of which a Change in Control Purchase Notice or a Designated Event 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 repurchased in part, the portion thereof not to be purchasedrepurchased). 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, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount at (or Accreted Value, if an Upward Interest Adjustment has occurred as contemplated in the Registrar's requestform of Security attached as Exhibit A-1 hereto). Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 execute, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. 10 The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a Purchase Notice or 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 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. 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 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. The Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee shall have no responsibility for the actions or omissions and Registrar of the Depositarysale of such Security pursuant to a registration statement that is effective at the time of such sale, or for the accuracy Trustee, at the written direction of the books Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Company or records an Affiliate of the DepositaryCompany, the Legend shall be reinstated.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. Furthermore, the Depositary 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 Depositary (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. 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 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax tax,assessment or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register 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 any interest payment dateredeemed, (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 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 not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (b) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.122.12 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its such Holder'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 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount at the Registrar's requestamount. Any exchange The Company shall not charge a service charge for any registration of transfer or transfer shall be without chargeexchange, except that but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or 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. 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 Holder or such Holder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice Repurchase Election Form 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. All 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, (i) transfers of beneficial interests in a Global Security, in whole or in part, may be effected only through a book entry system maintained by the Holder of such Global Security (or its agent) in accordance with Applicable Procedures, (ii) ownership of a beneficial interest in the Security shall be required to be reflected solely in book entry and (iii) transfers of Global Securities issued upon any transfer or exchange of beneficial interests in Global Securities shall be valid obligations 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 Company, evidencing Depositary or to a successor of the same debt Depositary or such successor's nominee. Successive registrations and entitled registrations of transfers and exchanges as aforesaid may be made from time to the same benefitstime as desired, and under identical terms under this Indenture, as each such registration shall be noted on the Securities surrendered upon such transfer or exchange. (b) Register. Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (c) Each Holder . 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 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. The Trustee shall have no obligation or duty Securities subject to monitor, determine or inquire as to compliance with any restrictions on transfer imposed and bearing the legends set forth on the forms of Security attached hereto as Exhibits A and B setting forth such restrictions (collectively, the "LEGEND"), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an opinion of counsel having substantial experience in practice under this Indenture or under applicable law with respect the Securities Act and otherwise reasonably acceptable to any transfer of any interest the Company, addressed to the Company and in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than form acceptable to require delivery of such certificates and other documentation or evidence the Company, as are expressly required by, and to do so if and when expressly may be reasonably required by the terms Company and the Registrar and the Trustee (if not the same Person as the Trustee), that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act of 1933, as amended ("Securities Act") or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Company or an Affiliate of the Company, the Legend shall be reinstated. If Rule 144(k) as promulgated under the Securities Act is amended to shorten the two-year holding period under Rule 144(k), then, the references in the Legend to "TWO YEARS", and in the corresponding transfer restrictions described above, will be deemed to refer to such shorter period, from and after receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel to that effect. As soon as practicable after the Company knows of the effectiveness of any such amendment to shorten the two-year holding period under Rule 144(k), unless such changes would otherwise be prohibited by, or would cause a violation of, the federal securities laws applicable at the time, the Company will provide to the Trustee an Officers' Certificate and an Opinion of Counsel as to the effectiveness of such amendment and the effectiveness of such change to the restrictive legends and transfer restrictions. Until the Legend on any Restricted Security has been removed in compliance with this Section 2.6, all shares of Common Stock (or other securities issuable upon conversion as a result of the provisions of this Indenture, ) issued upon conversion of such Restricted Security shall bear a legend substantially in the form of the Legend (the "COMMON STOCK RESTRICTIVE LEGEND") and shall be subject to examine the same to determine substantial compliance restrictions on transfer as to form with such Restricted Security. At any time following the express requirements hereof. The Trustee time when the restrictions on transfer set forth in the Common Stock Restrictive Legend shall have no responsibility for expired in accordance with their terms or shall have terminated under applicable law, the actions or omissions holder of such Common Stock may, upon a surrender of the Depositarycertificate representing such Common Stock exchange to the Company's transfer agent in accordance with such agent's customary procedures (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or for any successor provision, by an opinion of counsel having substantial experience in practice under the accuracy Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company and in form acceptable to the Company, to the effect that the transfer of such Common Stock has been made in compliance with Rule 144 or such successor provision), may receive a new certificate representing such Common Stock, in like amount, which shall not bear the books or records of the DepositaryCommon Stock Restrictive Legend.

Transfer and Exchange. (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT Exhibit A, and completed in form a manner satisfactory to 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 2.32.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's ’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, ; provided that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(12.12(a), 3.63.03, 3.114.02(e), 4.2 or 4.04. (last paragraphb) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register a transfer of (a1) any Securities for a period of 15 days next preceding any mailing of a notice of Securities to be redeemed or any interest payment dateredeemed, (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 (c2) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of 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, and under identical terms benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (bd) Any Registrar appointed pursuant to Section 2.3 hereof 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. (ce) 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 ’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. The Trustee shall have no responsibility for the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, 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, the Registrar shall register the transfer or make the exchange as requested; 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 in the form included in EXHIBIT A, and in form satisfactory to the Registrar 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 upon receipt of a Company Order 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 2.3exchange, but the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation theretoconnection 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 providedthe Trustee upon receipt of a Company Order shall authenticate and deliver, that this sentence the Securities which the Holder making the exchange is entitled to receive. The Company shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange make, and the Registrar need not register, transfers or register a transfer of (a) any Securities for a period of 15 days next preceding any mailing of a notice exchanges of Securities to be redeemed or any interest payment date, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of a Security Securities to be redeemed in part, the portion thereof not to be redeemed) or (c) any Securities or portions thereof in respect of which a Change in Control Purchase Notice or Trigger Event 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). 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 shall to be valid obligations of the Company, evidencing the same debt and entitled to the same benefits, and under identical terms under this Indenture, as the Securities surrendered upon such transfer or exchangeredeemed. (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) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. (d) Any Registrar appointed pursuant to Section 2.3 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. (ce) 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 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 Exhibit A-1 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 under the Securities Act or that such Securities are not "restricted" within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such 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, at the written direction of the Company , shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security pursuant to the terms of this Indenture and/or applicable United States federal or state securities lawsection (f) and the Security is subsequently held by an Affiliate of the Company, the Legend shall be reinstated by the Company. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of 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. The Trustee hereof and shall have no responsibility for promptly notify the actions or omissions party delivering the same of the Depositary, or for the accuracy of the books or records of the Depositaryany non-compliance.