Common use of General Provisions Relating to Transfers and Exchanges Clause in Contracts

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indenture, the Company shall execute and the Trustee shall authenticate the Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, the Company shall execute execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange 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, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 Note, notice of selection of Securities for redemption under Article XIV hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for redemption in whole or in part, except the unredeemed portion of representation with the Depositary any Security being redeemed in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. When a Security is presented to the Registrar with a request to register the transfer, the Registrar shall register the transfer as requested and when Securities are presented to the Registrar with a request to exchange them for a like aggregate principal amount of Securities in other authorized denominations, the Registrar shall make the exchange as requested, provided that every Security presented or surrendered for registration or transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer into a form satisfactory to the Company and the Registrar duly executed by the Holder thereof or his attorney-in-fact duly authorized in writing. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute issue and the Trustee or any authenticating agent shall authenticate the Global Note and any Definitive Notes Securities at the Registrar's written request. The No service charge shall be made for any registration of transfer or exchange of Securities but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, but this provision shall not apply to any exchange pursuant to Section 2.12, 3.6 or 10.5 not involving any transfer. All Definitive Securities and Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither Prior to due presentment for registration or transfer of any Security, the Trustee and the Company may deem and treat the Person in whose name the Security is registered as the absolute owner of such Security, and neither the Trustee nor the Company shall be affected by notice to the contrary. The Registrar shall not be required (i) to (a) issue, register the transfer of of, or exchange Notes Securities during a period beginning at the opening of business on a Business Day 15 days before the day of mailing any selection of any notice of Securities for redemption of Notes under Section 9.06 hereof 3.2 and ending at the close of business on the day of such mailing or selection, (bii) to register the transfer of or exchange of any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part. No service fee shall be charged , or (iii) to any Holder of a Note for any registration of issue, register the transfer of, or exchange (except as otherwise expressly permitted herein), but Securities during the Company may require payment of period between a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent record date and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letternext succeeding Interest Payment Date.

General Provisions Relating to Transfers and Exchanges. To permit registrations Subject to the other provisions of transfers this Indenture regarding restrictions on transfer, and exchanges effected in accordance with this Indentureauthentication, upon surrender for registration of transfer of any Note at any office or agency of the Company designated pursuant to Section 5.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount and Stated Maturity, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company and the Guarantors shall execute and the Trustee shall authenticate and deliver, the Global Note and any Definitive Notes at which the Registrar's requestHolder making the exchange is entitled to receive. The Global Note and any Definitive All Notes (including the accompanying Guarantees) issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, the valid and binding obligations of the CompanyCompany and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes (including the accompanying Guarantees) surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.04, 4.08, 5.16, 5.18 and 10.06 hereof). Neither the Company nor the Registrar Trustee nor any agent of either shall be required (i) to (a) issue, authenticate, register the transfer of or exchange Notes any Note during a period beginning at the opening of business on a Business Day 15 days before the day of the mailing of any a notice of redemption of Notes under Section 9.06 hereof hereunder and ending at the close of business on the day of such the mailing of a notice of redemption of Notes selected for redemption, or (bii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers transfer of any Note to the Note Registrar or any co-registrar, and exchanges effected satisfaction of the requirements for such transfer set forth in accordance with this IndentureSection 2.5, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the Global name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. No service charge shall be charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith. None of the Company, the Trustee, the Note Registrar or any co-registrar shall be required to exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding the mailing of the notice of redemption or (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes, or a portion of any Note, surrendered for repurchase (and any Definitive Notes at the Registrar's requestnot withdrawn) in connection with a Repurchase Event. The Global Note and any Definitive All Notes issued upon any registration of transfer or exchange of beneficial interests Notes in the Global Note or the Definitive Notes accordance with this Indenture shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter2.1.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Corporation shall execute and the Debenture Trustee shall authenticate the Definitive Junior Subordinated Debentures and Global Note and any Definitive Notes Junior Subordinated Debentures at the Registrar's requestrequest of the Debenture registrar for the Junior Subordinated Debentures. The All Definitive Junior Subordinated Debentures and Global Note and any Definitive Notes Junior Subordinated Debentures issued upon any registration of transfer or exchange of beneficial interests in the Definitive Junior Subordinated Debentures or Global Note or the Definitive Notes Junior Subordinated Debentures shall be legal, the valid and binding obligations of the CompanyCorporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Junior Subordinated Debentures or Global Notes Junior Subordinated Debentures surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company Corporation may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Corporation shall not be required to (other than i) issue, register the transfer of or exchange Junior Subordinated Debentures during a period beginning at the opening of business 15 days before the day of mailing of a notice of prepayment or any notice of selection of Junior Subordinated Debentures for prepayment under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer tax of or similar governmental charge payable upon exchanges pursuant to Sections 2.09exchange any Junior Subordinated Debenture so selected for prepayment in whole or in part, 2.10, 8.06 or 9.09 hereof, which shall be paid by except the Company)unredeemed portion of any Junior Subordinated Debenture being prepaid in part. Prior to due presentment to for the Trustee for registration of the a transfer of any NoteJunior Subordinated Debenture, the Debenture Trustee, the Corporation and any Agent and agent of the Company Debenture Trustee or the Corporation may deem and treat the Person in whose name any Note Junior Subordinated Debenture is registered as the absolute owner of such Note Junior Subordinated Debenture for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdueJunior Subordinated Debentures, and none of the Debenture Trustee, the Corporation and any Agent agents of the Debenture Trustee or the Company Corporation shall be affected by notice to the contrary. Each holder of a Junior Subordinated Debenture agrees to indemnify the Corporation and the Debenture Trustee against any liability that may result from the transfer, exchange or assignment of such holder's Junior Subordinated Debenture in violation of any provision of this Indenture and/or applicable United States federal or state securities laws. The Debenture Trustee shall authenticate 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 Junior Subordinated Debenture (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Notes Junior Subordinated Debenture) other than to require delivery of such certificates and Definitive Notes in accordance 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 provisions of Section 2.03 express requirements hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company DIMAC Holdings shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. The All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, valid and binding obligations of the CompanyDIMAC Holdings, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be made to a Holder for any registration of transfer or exchange, but DIMAC Holdings may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange (without transfer to another person) pursuant to Sections 2.10, 3.7, 4.10, 4.14 and 9.5). DIMAC Holdings shall not be required to (ai) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 hereof 3.2 and ending at the close of business on the day of such mailing selection; or (bii) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder ; or (iii) register the transfer of or exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company DIMAC Holdings may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of neither the Trustee, any Agent or the Company nor DIMAC Holdings shall be affected by notice to the contrary. The Trustee Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in such Global Note shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel be required to be submitted to the Registrar pursuant to this Section 2.07 to effect reflected in a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letterbook entry.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. The All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company nor the Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange (without transfer to another person) pursuant to Sections 2.10, 3.7, 4.10, 4.14 and 9.5 of this Indenture). The Company shall not be required to (ai) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 3.2 hereof and ending at the close of business on the day of such mailing selection; or (bii) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder ; or (iii) register the transfer of or exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers transfer of any Note to the Note Registrar or any co-registrar, and exchanges effected satisfaction of the requirements for such transfer set forth in accordance with this IndentureSection 2.5, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the Global name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such legends as may be required by this Indenture. No service charge shall be charged to the Noteholder for any exchange or transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith. None of the Company, the Trustee, the Note Registrar or any co-registrar shall be required to exchange or transfer (a) any Notes for a period of fifteen (15) days next preceding the mailing of the notice of redemption or (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes, or a portion of any Note, surrendered for repurchase (and any Definitive Notes at the Registrar's requestnot withdrawn) in connection with an Asset Sale Offer or Change of Control Offer. The Global Note and any Definitive All Notes issued upon any registration of transfer or exchange of beneficial interests Notes in the Global Note or the Definitive Notes accordance with this Indenture shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of Every Note presented or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected surrendered for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange shall (except as otherwise expressly permitted herein), but if so required by the Company may require payment or the Trustee) be duly endorsed, or be accompanied by a written instrument of a sum sufficient transfer in form satisfactory to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09the Company and the Note Registrar duly executed, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person Holder thereof or his attorney duly authorized in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrarywriting. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter2.1.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes at upon the RegistrarCompany's requestorder. The Global Note and any Definitive Notes issued upon any registration No service charge shall be made to a holder of transfer or exchange of a beneficial interests interest in the a Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Definitive Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.09, 2.10, 8.06 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). The Registrar shall not be required to register the transfer of or 9.09 hereofexchange any Note selected for redemption in whole or in part, which except the unredeemed portion of any Note being redeemed in part. All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be paid by the valid obligations of the Company), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any mailing of a notice of redemption under Section 3.03 hereof and ending at the close of business on the day of mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 2.02 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized shall have no obligation or duty to enter into a letter 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 representation any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as 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 Depositary in the form provided by the Company and to act in accordance with such letterexpress requirements hereof.

General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuers shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes upon the Issuers' order or at the Registrar's request. The (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note Notes or the Definitive Notes shall be legal, the valid and binding obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Global Notes or Global Definitive Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar (v) The Issuers shall not be required (A) to (a) issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 3.02 hereof and ending at the close of business on the day of such mailing or selection, (bB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged part or (c) to any Holder register the transfer of or to exchange a Note for any registration of transfer or exchange between a record date and the next succeeding Interest Payment Date. (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). vi) Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary. (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 2.02 hereof. (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers transfer of any Note to the Note registrar or any co-registrar, and exchanges effected satisfaction of the requirements for such transfer set forth in accordance with this IndentureSection 2.5, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the Global name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. No service charge shall be charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith. None of the Company, the Trustee, the Note registrar or any co-registrar shall be required to exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding the mailing of the notice of redemption or (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes, or a portion of any Note, surrendered for repurchase (and any Definitive Notes at the Registrar's requestnot withdrawn) in connection with a Repurchase Event. The Global Note and any Definitive All Notes issued upon any registration of transfer or exchange of beneficial interests Notes in the Global Note or the Definitive Notes accordance with this Indenture shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter2.1.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.2, the Company shall execute execute, and the Trustee shall authenticate and make available for delivery, in the Global Note and any Definitive Notes name of the designated transferee or transferees, one or more new Securities of the same series of a like aggregate principal amount. At the option of the holder, Securities may be exchanged for other Securities of the same series of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the Registraroffice or agency identified above. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange (if so required by the Company or the Trustee) shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by the holder thereof or such holder's requestattorney duly authorized in writing. The All Definitive Securities and Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 prepayment or any Note, notice of selection of Securities for prepayment under Article XIV hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for prepayment in whole or in part, except the portion of representation with the Depositary any Security being prepaid in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall Issuers will execute and the Trustee shall or an Authenticating Agent will authenticate the Global Note Notes and any Definitive Registered Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar's ’s request. The No service charge will be made by the Issuers or the Registrar to a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note and any or a Holder of a Definitive Notes issued upon Registered Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any stamp duty, stamp duty reserve, documentary or other similar tax or governmental charge that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange of beneficial interests in the Global Note or the Definitive Notes shall be legaltransfer pursuant to Sections 2.10, valid 3.06, 4.07 and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes 4.11 hereof). No Transfer Agent or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall will be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any definitive registered Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange (except as otherwise expressly permitted herein)of Global Notes or Definitive Registered Notes will be the valid obligations of the Issuers, but evidencing the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09same debt, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment and entitled to the Trustee for same benefits under this Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of the transfer of any Note, the or exchange. The Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Issuers, the Trustee or the Registrar pursuant to this Section 2.07 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimile. The Trustee is hereby authorized facsimile with originals to enter into a letter of representation with be delivered as soon as practicable thereafter to the Depositary in the form provided by the Company and to act in accordance with such letterTrustee.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indenture, the Company shall execute and the Trustee shall authenticate the Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a1) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 9.05 hereof and ending at the close of business on the day of such mailing or (b2) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 2.07 or 9.09 2.10 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 Sections 2.02 and 2.05 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 2.05 to effect a registration of transfer or exchange may be submitted by facsimile. Neither the Trustee nor any Agent shall have 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 Note, (including any transfers between or among Participants, Indirect Participants or beneficial owners of interests in any Global Note), other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee is hereby authorized to enter into a letter of representation with the Depositary (should the Trustee's execution and delivery of such a letter be required) in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indenture, the Company shall execute and the Trustee shall authenticate the Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 3.02 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 3.06 or 9.09 9.05 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and Agent, the Company and each Guarantor may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or Agent, the Company or any Guarantor shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuers shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. The All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, valid and binding obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange (without transfer to another person) pursuant to Sections 2.10, 3.7, 3.8, 4.10, 4.14 and 9.5 of this Indenture). The Issuers shall not be required to to: (ai) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 3.2 hereof and ending at the close of business on the day of such mailing selection; or (bii) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder ; or (iii) register the transfer of or exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of neither the Trustee, any Agent or nor the Company Issuers shall be affected by notice to the contrary. The Trustee shall authenticate have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Notes Note) other than to require delivery of such certificates and Definitive Notes in accordance other documentation or evidence as are expressly require 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 provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letterexpress requirements thereof.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with exchanges, subject to this IndentureSection 2.06, the Company shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.07, 3.09, 4.10, 4.15 and 9.05 hereto). The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the The Company nor and the Registrar shall not be required required: to (a) issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 3.02 hereof and ending at the close of business on the day of such mailing selection; or (b) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged ; or to any Holder register the transfer of or to exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, interest and interest Liquidated Damages, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdueNotes, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. The REPLACEMENT NOTES. If any mutilated Note is surrendered to the Trustee or the Company, and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee shall authenticate Global Notes a replacement Note of the same series if the Trustee's requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and Definitive Notes in accordance with the provisions Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect them may suffer if a registration of transfer or exchange may be submitted by facsimileNote is replaced. The Trustee Company may charge for its expenses in replacing a Note. Every replacement Note is hereby authorized to enter into a letter an additional obligation of representation with the Depositary in the form provided by the Company and shall be entitled to act in accordance all of the benefits of this Indenture equally and proportionately with such letterall other Notes duly issued hereunder.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes upon the Company’s order or at the Registrar's ’s request. The Global Note and any Definitive Notes issued upon any registration No service charge shall be made to a Holder of transfer or exchange of a beneficial interests interest in the a Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Definitive Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.09, 2.10, 8.06 3.06, 4.11, 4.16 and 9.05 hereof). The Registrar shall not be required to register the transfer of or 9.09 hereofexchange any Note selected for redemption in whole or in part, which except the unredeemed portion of any Note being redeemed in part. All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be paid by the valid and legally binding obligations of the Company), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. The Company or the Registrar, as applicable, shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 2.02 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation facsimile with the Depositary in the form provided original to follow by the Company and to act in accordance with such letterfirst class mail.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Definitive Securities and Global Note Securities in any authorized denomination and any Definitive Notes of a like aggregate principal amount at the Security Registrar's request. The All Definitive Securities and Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company nor or the Trustee) be duly endorsed or be accompanied by a written instrument of transfer in a form that is satisfactory to the Company and the Security Registrar shall be required to (a) issue, register duly executed by the transfer of holder thereof or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption his attorney duly authorized in whole or in part, except the unredeemed portion of any Note being redeemed in partwriting. No service fee charge shall be charged made to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than 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 XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer tax of or similar governmental charge payable upon exchanges pursuant to Sections 2.09exchange any Security so selected for redemption in whole or in part, 2.10, 8.06 or 9.09 hereofexcept the unredeemed portion of any Security being redeemed in part. The transfer and exchange of beneficial interests in a Global Security, which does not involve the issuance of a Definitive Security or the transfer of an interest to another Global Security, shall be paid by effected through the Company)Depositary (but not the Trustee) in accordance with the Indenture (including the restrictions on transfers set forth herein) and the procedures of the Depositary therefore. The Trustee will not have any responsibility for the transfer and exchange of beneficial interests in such Global Security that does not involve the issuance of a Definitive Security or the transfer of interests to another Global Security. Prior to due presentment to for the Trustee for registration of the a transfer of any NoteSecurity, the Trustee, the Company and any Agent and agent of the Trustee or the Company may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoeverSecurities, whether or not such Note is overdue, and none of neither the Trustee, nor the Company nor any Agent agent of the Trustee or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.2, 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 the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by the holder thereof or such holder's attorney duly authorized in writing. All Definitive Securities and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 Note, notice of selection of Securities for redemption under Article XIV hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for redemption in whole or in part, except the unredeemed portion of representation with the Depositary any Security being redeemed in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, 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 the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 Note, notice of selection of Securities for redemption under Article XIV hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for redemption in whole or in part, except the unredeemed portion of representation with the Depositary any Security being redeemed in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration No service charge shall be made to a Holder of transfer or exchange of a beneficial interests interest in the a Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Definitive Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.09, 2.10, 8.06 3.07, 3.10, 4.10, 4.16 and 9.05 hereof). The Registrar shall not be required to register the transfer of or 9.09 hereofexchange of any Note selected for redemption in whole or in part, which except the unredeemed portion of any Note being redeemed in part. All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be paid by the valid obligations of the Company), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. Neither the Registrar nor the Company shall be required: to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.03 hereof and ending at the close of business on the day of selection; to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 2.02 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon ------------------------------------------------------ surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Corporation maintained for the purpose pursuant to Section 3.02, the Company Corporation shall execute execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Corporation or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the CompanyCorporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company Corporation may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Corporation shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 Note, notice of selection of Securities for redemption under Article XIV hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for redemption in whole or in part, except the unredeemed portion of representation with the Depositary any Security being redeemed in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes at upon receipt of an Authentication Order in accordance with Section 2.2 hereof or upon receipt of a written request of the Registrar's request. The Global Note and any Definitive Notes issued upon any registration No service charge shall be made to a holder of transfer or exchange of a beneficial interests interest in the a Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Definitive Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.09, 2.10, 8.06 3.6, 3.9, 4.10, 4.15 and 9.5 hereof). The Registrar shall not be required to register the transfer of or 9.09 hereofexchange any Note selected for redemption in whole or in part, which except the unredeemed portion of any Note being redeemed in part. All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be paid by the valid obligations of the Company), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (c) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 2.2 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 2.6 to effect a registration of transfer or exchange may be submitted by facsimile. The REPLACEMENT NOTES If any mutilated Note is surrendered to the Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by or the Company and the Trustee receives evidence to act its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in accordance the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge for their expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with such letterall other Notes duly issued hereunder.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, 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 the same series, of any authorized denominations and of a like aggregate principal amount and such method shall be the only method of effecting a transfer of a Security. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 Note, notice of selection of Securities for redemption under Article XIV hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for redemption in whole or in part, except the unpaid portion of representation with the Depositary any Security being redeemed in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar's ’s request. The Global Note and any Definitive Notes issued upon any registration (2) No service charge shall be made to a Holder of transfer or exchange of a beneficial interests interest in the a Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Definitive Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.09, 2.10, 8.06 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar shall not be required to register the transfer of or 9.09 hereofexchange of any Note selected for redemption in whole or in part, which except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be paid by the valid obligations of the Company), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) Neither the Registrar nor the Company shall be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before mailing of a notice of Redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of such mailing; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. When Notes are presented to the Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions arc met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges effected in accordance with this Indentureexchanges, the Company shall execute issue and the Trustee shall authenticate the Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled subject to the same benefits under this Indenture, such rules as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchangeTrustee may reasonably require. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during (i) any Note for a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption repurchase of Notes under Section 9.06 hereof permitted by this Indenture and ending at the close of business on the day of such mailing or repurchase, (bii) register the transfer of or exchange any Note so selected 15 days before the day of any selection of Notes for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partpart or (iii) any Note between a record date and the next succeeding Interest Payment Date. No service fee charge shall be charged made to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 3.06 or 9.09 9.05 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global All Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of issued upon any transfer or exchange may pursuant to the terms of this Indenture shall evidence the same debt and shall be submitted by facsimileentitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee is hereby authorized Each Holder of the Notes agrees to enter into a letter of representation with the Depositary in the form provided by indemnify the Company and to act the Trustee against any liability that may result from the transfer, exchange, or assignment of such Xxxxxx's Notes in accordance with such letterviolation of any provision of the Indenture or applicable United States Federal, or State securities law.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security of any series at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, 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 the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 prepayment or any Note, notice of selection of Securities for prepayment under Article Fifteen hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for prepayment in whole or in part, except the unprepaid portion of representation with the Depositary any Security being prepaid in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes at upon the Registrar's requestCompany’s order. The Global Note and any Definitive Notes issued upon any registration No service charge shall be made to a holder of transfer or exchange of a beneficial interests interest in the a Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Definitive Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.09, 2.10, 8.06 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). The Registrar shall not be required to register the transfer of or 9.09 hereofexchange any Note selected for redemption in whole or in part, which except the unredeemed portion of any Note being redeemed in part. All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be paid by the valid obligations of the Company), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any mailing of a notice of redemption under Section 3.03 hereof and ending at the close of business on the day of mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 2.02 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized shall have no obligation or duty to enter into a letter 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 representation any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as 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 Depositary in the form provided by the Company and to act in accordance with such letterexpress requirements hereof.

General Provisions Relating to Transfers and Exchanges. To ------------------------------------------------------ permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuer shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. The All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, valid and binding obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes 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 Issuer or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange (without transfer to another person) pursuant to Sections 2.10, 3.7, 5.15, 5.19, and 10.5). -------- ----- ---- ----- ----- ----- Neither the Company Issuer nor the Registrar Trustee shall not be required to (ai) issue, register the transfer of or exchange of Notes during a period beginning at the opening of business on a Business Day 15 fifteen (15) days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 hereof 3.2 and ending at the close of ----------- business on the day of such mailing selection; or (bii) register the transfer of or exchange of any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder ; or (iii) register the transfer of or exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, the Collateral Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, the Collateral Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance is not required to ascertain whether any transfer complies with the provisions of Section 2.03 hereof. All certificationssecurities laws provided, however, that the --------- ------- Trustee shall be required to review for accuracy any and all certificates and Opinions of Counsel that are required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation provided in connection with the Depositary in the form provided by the Company and to act in accordance with such letterany contemplated transfer.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or upon receipt of a written request of the Registrar. No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6 and any Definitive Notes at the Registrar's request9.5 hereof). The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. All Global Note Notes and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note Notes or the Definitive Notes shall be legal, the valid and binding obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Global Notes or Global Definitive Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar The Issuer shall not be required (A) to (a) issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 3.2 hereof and ending at the close of business on the day of such mailing or selection, (bB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged part or (c) to any Holder register the transfer of or to exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable United States Federal or state securities law. The Trustee shall authenticate have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Notes Note) other than to require delivery of such certificates and Definitive Notes in accordance 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 provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.express requirements

General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company and the Guarantors shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.07, 4.10, 4.15 and 9.05 hereof). (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (iv) All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, the valid and binding obligations of the CompanyCompany and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the (v) The Company nor the Registrar shall not be required required: (A) to (a) issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 3.02 hereof and ending at the close of business on the day of such mailing selection; or (bB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged ; or (C) to any Holder register the transfer of or to exchange a Note for any registration of transfer or exchange between a record date and the next succeeding interest payment date. (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). vi) Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest interest, premium and Liquidated Damages, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdueNotes, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. (vii) The Trustee shall authenticate Global Definitive Notes and Definitive Global Notes in accordance with the provisions of Section 2.03 2.02 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letterSECTION 2.07.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indenture, the Company shall execute and the Trustee shall authenticate the Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Senior Subordinated Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Senior Subordinated Notes under Section 9.06 3.03 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Senior Subordinated Note so selected for redemption in whole or in part, except the unredeemed portion of any Senior Subordinated Note being redeemed in part. No service fee shall be charged to any Holder of a Senior Subordinated Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 3.06 or 9.09 9.05 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Senior Subordinated Note, the Trustee, any Agent and Agent, the Company and each Guarantor may deem and treat the Person in whose name any Senior Subordinated Note is registered as the absolute owner of such Senior Subordinated Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Senior Subordinated Note and for all other purposes whatsoever, whether or not such Senior Subordinated Note is overdue, and none of the Trustee, any Agent or Agent, the Company or any Guarantor shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuer shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. The All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, valid and binding obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes 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 Issuer or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange (without transfer to another person) pursuant to Section 2.10, Section 3.6, Section 5.15, Section 5.19, and Section 10.5, in which events the Issuer shall be responsible for such payment). Neither the Company Issuer nor the Registrar Trustee shall be required to (ai) issue, register the transfer of or exchange of Notes during a period beginning at the opening of business on a Business Day 15 fifteen (15) days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 hereof 3.2 and ending at the close of business on the day of such mailing selection; or (bii) register the transfer of or exchange of any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder ; or (iii) register the transfer of or exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)next succeeding Interest Payment Date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, the Collateral Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered on the Register 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 overduepurposes, and none of the Trustee, the Collateral Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance is not required to ascertain whether any transfer complies with the provisions of Section 2.03 hereof. All certificationssecurities laws provided, however, that the Trustee shall be required to review for accuracy any and all certificates and Opinions of Counsel that are required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation provided in connection with the Depositary in the form provided by the Company and to act in accordance with such letterany contemplated transfer.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. The All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company nor the Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange (without transfer to another person) pursuant to Sections 2.10, 3.7, 4.10, 4.14 and 9.5). The Company shall not be required to (ai) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 hereof 3.2 and ending at the close of business on the day of such mailing selection; or (bii) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged ; (iii) during a Change of Control Offer or Excess Proceeds Offer if such Note is tendered pursuant to any Holder such Change of Control Offer or Excess Proceeds Offer and not withdrawn or (iv) register the transfer of or exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall Issuer will execute and the Trustee shall or its Authenticating Agent will authenticate the Global Note Notes and any Definitive Registered Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. The (2) No service charge will be made by the Issuer or the Registrar to a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note and any or a Holder of a Definitive Notes issued upon Registered Note for any registration of transfer or exchange, but the Issuer and the Trustee may require payment of a sum sufficient to cover any stamp duty, stamp duty reserve, documentary or other similar tax or governmental charge that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange of beneficial interests in the Global Note or the Definitive Notes shall be legaltransfer pursuant to Section 2.10, valid Section 3.06, Section 4.03, Section 4.08 and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Section 9.04). (3) No Transfer Agent or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall will be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for (4) All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange. (except 5) Except as otherwise expressly permitted herein)may be separately agreed by the Issuer, but the Company may require Issuer shall not be required to register the transfer into its register kept at its registered office of any Definitive Registered Notes: (A) for a period of 15 calendar days prior to any date fixed for the redemption of the Notes under Section 3.03; (B) for a period of 15 calendar days immediately prior to the date fixed for selection of Notes to be redeemed in part; (C) for a period of 15 calendar days prior to the record date with respect to any interest payment date; or (D) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of a sum sufficient Control Offer or an Asset Disposition Offer. Any such transfer will be made without charge to cover the Holder, other than any transfer tax or similar taxes, duties and governmental charge charges payable in connection therewith with such transfer. (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the 6) The Trustee, any Agent and the Company may Issuer shall deem and treat the Person in whose name any Note is registered in the register maintained by the Registrar as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) or interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. (7) All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee or the Registrar pursuant to this Section 2.07 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimilefacsimile with originals to be delivered promptly thereafter to the Trustee. The None of the Trustee is hereby authorized or any Agent shall have any obligation or duty to enter into a letter 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 representation with the Depositary any interest in the form provided by the Company any Note (including any transfers between or among Participants or beneficial owners of interests in any Definitive Registered Note or Global Note) other than to require delivery of such certificates and to act in accordance with such letter.other documentation or evidence as are 62 EU-DOCS\26039728.6

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive certificated Notes upon receipt of an Authentication Order in accordance with Section 2.2 or at the Registrar's ’s request. The (2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.7, Section 2.10, Section 3.6, Section 4.10, Section 4.13 or Section 9.4). (3) All Global Note Notes and any Definitive certificated Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note Notes or the Definitive certificated Notes shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Global Notes (or Global interests therein) or certificated Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the (4) The Registrar shall be is not required (A) to (a) issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes under Section 9.06 3.2 hereof and ending at the close of business on the day of such mailing or selection, (bB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged , or (C) to any Holder register the transfer of or to exchange a Note for any registration of transfer or exchange between a record date and the next succeeding interest payment date. (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). 5) Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (6) The Trustee shall authenticate Global Notes and Definitive certificated Notes in accordance with the provisions of Section 2.03 hereof2.2. All certificationsExcept as provided in Section 2.6(b), certificates and Opinions of Counsel required to be submitted to neither the Trustee nor the Registrar pursuant shall authenticate or deliver any certificated Note in exchange for a Global Note. (7) Each Holder agrees to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (8) Neither the Trustee nor any Agent shall have any obligation or duty to act 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 accordance with any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Note) other than to require delivery of such letter.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

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indenture, the Company shall execute and the Trustee shall authenticate the Global Note and any Definitive Notes at the Registrar's ’s request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a1) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 9.05 hereof and ending at the close of business on the day of such mailing or (b2) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 2.07 or 9.09 2.10 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 Sections 2.02 and 2.05 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 2.05 to effect a registration of transfer or exchange may be submitted by facsimile. Neither the Trustee nor any Agent shall have 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 Note, (including any transfers between or among Participants, Indirect Participants or beneficial owners of interests in any Global Note), other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee is hereby authorized to enter into a letter of representation with the Depositary (should the Trustee’s execution and delivery of such a letter be required) in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. When Notes are presented to the Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met; provided, however, that any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registrations of transfers transfer and exchanges effected in accordance with this Indentureexchanges, the Company shall execute issue and the Trustee shall authenticate the Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled subject to the same benefits under this Indenture, such rules as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchangeTrustee may reasonably require. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during (i) any Note for a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption repurchase of Notes under Section 9.06 hereof permitted by this Indenture and ending at the close of business on the day of such mailing or repurchase, (bii) register the transfer of or exchange any Note so selected 15 days before the day of any selection of Notes for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partpart or (iii) any Note between a record date and the next succeeding Interest Payment Date. No service fee charge shall be charged made to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 3.06 or 9.09 9.05 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global All Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of issued upon any transfer or exchange may pursuant to the terms of this Indenture shall evidence the same debt and shall be submitted by facsimileentitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee is hereby authorized Each Holder of the Notes agrees to enter into a letter of representation with the Depositary in the form provided by indemnify the Company and to act the Trustee against any liability that may result from the transfer, exchange, or assignment of such Holder's Notes in accordance with such letterviolation of any provision of the Indenture or applicable United States Federal, or State securities law.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Definitive Securities and Global Note Securities in any authorized denomination and any Definitive Notes of a like aggregate principal amount at the Security Registrar's request. The All Definitive Securities and Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company nor or the Trustee) be duly endorsed or be accompanied by a written instrument of transfer in a form that is satisfactory to the Company and the Security Registrar shall be required to (a) issue, register duly executed by the transfer of holder thereof or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption his attorney duly authorized in whole or in part, except the unredeemed portion of any Note being redeemed in partwriting. No service fee charge shall be charged made to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than 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 XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer tax of or similar governmental charge payable upon exchanges pursuant to Sections 2.09exchange any Security so selected for redemption in whole or in part, 2.10, 8.06 or 9.09 hereofexcept the unredeemed portion of any Security being redeemed in part. The transfer and exchange of beneficial interests in a Global Security, which does not involve the issuance of a Definitive Security or the transfer of an interest to another Global Security, shall be paid by effected through the Company)Depositary (but not the Trustee) in accordance with the Indenture (including the restrictions on transfers set forth herein) and the procedures of the Depositary therefore. The Trustee will not have any responsibility for the transfer and exchange of beneficial interests in such Global Security that does not involve the issuance of a Definitive Security or the transfer of interests to another Global Security. Prior to due presentment to for the Trustee for registration of the a transfer of any NoteSecurity, the Trustee, the Company and any Agent and agent of the Trustee or the Company may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoeverSecurities, whether or not such Note is overdue, and none of neither the Trustee, nor the Company nor any Agent agent of the Trustee or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall Issuer will execute and the Trustee shall will authenticate Global Notes and Definitive Registered Notes upon receipt of an Authentication Order in accordance with Section 2.3 (Execution and Authentication) hereof. No service charge will be made by the Issuer or the Notes Registrar to a Holder of a Book-Entry Interest in a Global Note, a Registered Holder of a Global Note and any or a Holder of a Definitive Notes at the Registrar's request. The Global Registered Note and any Definitive Notes issued upon for any registration of transfer or exchange, but the Issuer and the Notes Registrar may require payment of a sum sufficient to cover any transfer taxes, stamp duty, stamp duty reserve, documentary or other similar tax or governmental charge that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.11 (Temporary Notes) or Article 3 (Redemption of beneficial interests in the Global Note or the Definitive Notes) hereof). The Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall will not be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for All Definitive Registered Notes issued upon any registration of transfer or exchange of Definitive Registered Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Registered Notes surrendered upon such registration of transfer or exchange. All new Global Notes issued pursuant to Section 2.2(b) (except Form and Dating – Global Notes) will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as otherwise expressly permitted herein)the Global Notes surrendered upon such issuance. The Notes Registrar shall not be required to register the transfer into its register kept at its registered office of any Definitive Registered Notes: (A) for a period of 15 days prior to any date fixed for the redemption of the Notes under Section 3.2; or (B) for a period of 15 days prior to the Regular Record Date with respect to any Interest Payment Date. Any such transfer will be made without charge to the Holder, but the Company may require payment of a sum sufficient to cover other than any transfer tax or similar taxes, duties and governmental charge charges payable in connection therewith (other than with such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)transfer. Prior to due presentment to the Trustee for registration of the transfer of any Note, the The Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered Registered Holders as the absolute owner owners of such Note the Notes for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overdue(it being understood that payments to Holders of Book-Entry Interests shall be made through the Depositary as the Holder of the Global Notes), and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes All certifications and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee or the Notes Registrar pursuant to this Section 2.07 2.7 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized shall have no obligation or duty to enter into a letter 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 representation any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the Depositary in express requirements hereof. Neither the form provided Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Company and to act in accordance with such letterDepositary.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers transfer of any Note to the Note Registrar or any co-registrar, and exchanges effected satisfaction of the requirements for such transfer set forth in accordance with this IndentureSection 2.5, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the Global name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. No service charge shall be charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith. None of the Company, the Trustee, the Note Registrar or any co-registrar shall be required to exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding the sending of any notice of redemption or (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in connection with a Repurchase Event or (e) any Definitive Notes at the Registrar's requestNotes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in connection with a Repurchase Date. The Global Note and any Definitive All Notes issued upon any registration of transfer or exchange of beneficial interests Notes in the Global Note or the Definitive Notes accordance with this Indenture shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter2.1.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuers shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes upon the Issuers' order or at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration No service charge shall be made to a holder of transfer or exchange of a beneficial interests interest in the a Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Definitive Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.09, 2.10, 8.06 3.09, 4.11, 4.16 and 9.05). The Registrar shall not be required to register the transfer of or 9.09 hereofexchange any Note selected for redemption in whole or in part, which except the unredeemed portion of any Note being redeemed in part. All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be paid by the Company)valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof2.02. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon ------------------------------------------------------ surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, 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 the same series, of any authorized denominations and of a like aggregate principal amount and such method shall be the only method of effecting a transfer of a Security. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 prepayment or any Note, notice of selection of Securities for prepayment under Article XIV hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for prepayment in whole or in part, except the unpaid portion of representation with the Depositary any Security being prepaid in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuer shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. The (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note and any or to a Holder of a Definitive Notes issued upon Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, fees required by law or similar governmental charge payable in connection therewith (other than any such transfer taxes, fees required by law or similar governmental charge payable upon exchange of beneficial interests in the Global Note or the Definitive Notes shall be legaltransfer pursuant to Sections 2.07, valid 2.10, 3.06, 3.09, 4.10, 4.14 and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange9.05). (iii) Neither the Company Registrar nor the Registrar Issuer shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (except as otherwise expressly permitted herein)v) The Issuer and Registrar shall not be required (A) to issue, but to register the Company may require payment transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the delivery of a sum sufficient notice of redemption of Notes to cover be redeemed and ending at the close of business on the day of selection of Notes to be redeemed, (B) to register the transfer of or to exchange any transfer tax Note so selected for redemption or similar governmental charge payable tendered (and not withdrawn) for repurchase in connection therewith with a Change of Control Offer, an Asset Sale Offer, an Alternate Offer, an Advance Offer or other tender offer, in whole or in part, except the unredeemed portion of any Note being redeemed in part or (other than such C) to register the transfer tax of or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by exchange a Note between a Record Date and the Company)next succeeding Interest Payment Date. (vi) Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may Issuer shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. The (vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certificationsmail, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by name of the Company and to act in accordance with such letterdesignated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuer shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Notes upon the Issuer’s Authentication Order in accordance with Section 2.4 or at the Registrar's ’s request. The (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.9). (iii) All Global Notes and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note Notes or the Definitive Notes shall be legal, the valid and binding obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Global Notes or Global Definitive Notes surrendered upon such registration of transfer or exchange. (iv) Neither the Company Issuer nor the Trustee nor any Registrar shall be required to to: (aA) issue, register the transfer of or exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes a Redemption Notice under Section 9.06 6.1 hereof and ending at the close of business on the day of such mailing selection, or (bB) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partpart or unless upon due presentation thereof for redemption such Notes are not redeemed, or (C) register the transfer of or exchange a Note between a Record Date and the next succeeding Interest Payment Date, or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Series A Change of Control Offer, a Series B Change of Control Offer or an Asset Sale offer. No service fee shall be charged (v) Subject to any Holder restriction provided in this Indenture, the Issuer with the approval of a Note the Trustee may at any time close any register for the Notes of any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith series (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by those kept at the Company). Prior to due presentment to principal office of the Trustee for registration of the in Vancouver, British Columbia) and transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.the

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Definitive Securities and Global Note Securities in any authorized denomination and any Definitive Notes of a like aggregate principal amount at the Security Registrar's request. The All Definitive Securities and Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company nor or the Trustee) be duly endorsed or be accompanied by a written instrument of transfer in a form that is satisfactory to the Company and the Security Registrar shall be required to (a) issue, register duly executed by the transfer of holder thereof or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption his attorney duly authorized in whole or in part, except the unredeemed portion of any Note being redeemed in partwriting. No service fee charge shall be charged made to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than 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 XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer tax of or similar governmental charge payable upon exchanges pursuant exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. So long as the Securities are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, all Securities to Sections 2.09, 2.10, 8.06 be traded in the PORTAL Market shall be represented by a Restricted Global Security registered in the name of the Depositary or 9.09 hereofthe nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Security, which does not involve the issuance of a Definitive Security or the transfer of an interest to another Global Security, shall be paid by effected through the Company)Depositary (but not the Trustee) in accordance with the Indenture (including the restrictions on transfers set forth herein) and the procedures of the Depositary therefore. The Trustee will not have any responsibility for the transfer and exchange of beneficial interests in such Global Security that does not involve the issuance of a Definitive Security or the transfer of interests to another Global Security. Prior to due presentment to for the Trustee for registration of the a transfer of any NoteSecurity, the Trustee, the Company and any Agent and agent of the Trustee or the Company may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoeverSecurities, whether or not such Note is overdue, and none of neither the Trustee, nor the Company nor any Agent agent of the Trustee or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Certificated Notes and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes (ii) No service charge shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled made to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.093.6, 2.104.14, 8.06 4.16 and 9.5 hereof). (iii) The Registrar shall not be required to register the transfer of or 9.09 hereofexchange any Note selected for redemption in whole or in part, which except the unredeemed portion of any Note being redeemed in part. (iv) All Certificated Notes and Global Notes issued upon any registration of transfer or exchange of Certificated Notes or Global Notes shall be paid by the valid obligations of the Company), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Certificated Notes or Global Notes surrendered upon such registration of transfer or exchange. (v) The Company shall not be required: (a) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.2 hereof and ending at the close of business on the day of selection; or (b) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (c) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. (vi) Prior to due presentment to of the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on all payments with respect to such Note and for all other purposes whatsoever, whether or not such Note is overdueNotes, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. (vii) The Trustee shall authenticate Global Certificated Notes and Definitive Global Notes in accordance with the provisions of Section 2.03 2.2 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letterSECTION 2.7.

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall will execute and the Trustee shall will authenticate the Global Note Notes and any Definitive Notes upon receipt of an Authentication Order or at the Registrar's ’s request. The Global Note and any Definitive Notes issued upon any registration (2) No service charge will be made to a Holder of transfer or exchange of a beneficial interests interest in the a Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Definitive Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 2.092.11 and 9.6 of the Base Indenture and Section 4.3 of this First Supplemental Indenture). (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, 2.10, 8.06 except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or 9.09 hereof, which shall exchange of Global Notes or Definitive Notes will be paid by the valid obligations of the Company), evidencing the same debt, and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) Neither the Registrar nor the Company will be required: (A) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business fifteen days before any selection of Notes for redemption under Article IV and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed; or (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. (6) Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.whose

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.2, the Company shall execute execute, and the Trustee shall authenticate and make available for delivery, in the Global Note 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 Definitive Notes series may be exchanged for other Securities of the same series of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the Registraroffice or agency identified above. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange (if so required by the Company or the Trustee) shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by the holder thereof or such holder's requestattorney duly authorized in writing. The All Definitive Securities and Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith therewith. The Company shall not be required to (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of 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 Note, notice of selection of Securities for redemption under Article XIV hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter any Security so selected for redemption in whole or in part, except the unredeemed portion of representation with the Depositary any Security being redeemed in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuers shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. The All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, valid and binding obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange (without transfer to another person) pursuant to Sections 2.10, 3.7, 3.8, 4.10, 4.14 and 9.5). The Issuers shall not be required to to: (ai) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 hereof 3.2 and ending at the close of business on the day of such mailing selection; or (bii) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder ; or (iii) register the transfer of or exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of neither the Trustee, any Agent or nor the Company Issuers shall be affected by notice to the contrary. The Trustee shall authenticate have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Notes Note) other than to require delivery of such certificates and Definitive Notes in accordance other documentation or evidence as are expressly require 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 provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letterexpress requirements thereof.

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company Issuer shall execute and the Trustee shall authenticate the Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 gj Yl l`] M]_akljYjzk j]im]kl, (2) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 4.09 and any Definitive 9.04). (3) All Global Notes at the Registrar's request. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note Notes or the Definitive Notes shall be legal, the valid and binding obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Global Notes or Global Definitive Notes surrendered upon such registration of transfer or exchange. (4) Neither the Company Issuer nor the Registrar shall be required (A) to (a) issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 hereof 3.02 and ending at the close of business on the day of such mailing selection or (bB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). 5) Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. The (6) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (7) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.Definitive

General Provisions Relating to Transfers and Exchanges. To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Definitive Notes and Global Note and any Definitive Notes at the Registrar's request. The All Definitive Notes and Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Definitive Notes or Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company nor the Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange (without transfer to another Person) pursuant to Sections 2.10, 3.7, 4.10, 4.14 and 9.5 of this Indenture). The Company shall not be required to (ai) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 3.2 hereof and ending at the close of business on the day of such mailing selection; or (bii) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder ; or (iii) register the transfer of or exchange a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein), but between a record date and the Company may require next succeeding interest payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)date. Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon ------------------------------------------------------ surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, 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 the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Securities issued upon any registration of transfer or exchange of beneficial interests in the Definitive Securities or Global Note or the Definitive Notes Securities shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Notes Securities surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note holder for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company)therewith. Prior to due presentment to the Trustee for registration of the transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the The Company shall not be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to (i) issue, register the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into of the Securities during a letter period beginning at the opening of representation with business 15 days before the Depositary day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer or exchange of any Security so selected for redemption in whole or in part, except the form provided by the Company and to act unredeemed portion of any Security being redeemed in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. To permit registrations Upon ------------------------------------------------------ surrender for registration of transfers and exchanges effected in accordance with this Indenturetransfer of any Debenture at the office or agency of the Company maintained for the purpose pursuant to Section 10.2, 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 Debentures of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Debentures of any series may be exchanged for other Debentures of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at such office or agency. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures which the Holder making the exchange is to receive. Every Debenture presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Debenture Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. All Definitive Debentures and Global Note and any Definitive Notes at the Registrar's request. The Global Note and any Definitive Notes Debentures issued upon any registration of transfer or exchange of beneficial interests in the Definitive Debentures or Global Note or the Definitive Notes Debentures shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Debentures or Global Notes Debentures surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar No service charge shall be required made to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for any registration of transfer or exchange (except as otherwise expressly permitted herein)exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith relation thereto and any other administrative expenses (other than such transfer tax or similar governmental charge payable upon exchanges pursuant including the fees and expenses of the Trustee) that may be connected therewith. The Company shall not be required to Sections 2.09(i) issue, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). Prior to due presentment to the Trustee for registration of register the transfer of or exchange Debentures during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any Note, notice of selection of Debentures for redemption under Article XI hereof and ending at the Trustee, any Agent and close of business on the Company may deem and treat the Person in whose name any Note is registered as the absolute owner day of such Note for mailing; or (ii) register the purpose transfer 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 Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee is hereby authorized to enter into any Debenture so selected for redemption in whole or in part, except the unpaid portion of a letter of representation with the Depositary Debenture being prepaid in the form provided by the Company and to act in accordance with such letterpart.

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall Issuer will execute and the Trustee shall or its Authenticating Agent will authenticate Global Notes and Definitive Registered Notes upon receipt of an Authentication Order in accordance with Secti... (2) No service charge will be made by the Issuer or the Registrar to a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note and any or a Holder of a Definitive Notes at the Registrar's request. The Global Registered Note and any Definitive Notes issued upon for any registration of transfer or exchange of beneficial interests in exchange, but the Global Note Issuer... (3) No Transfer Agent or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall will be required to (a) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 9.06 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged to any Holder of a Note for (4) All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same be... (except 5) Except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid separately agreed by the Company). Prior Issuer, the Issuer shall not be required to due presentment to the Trustee for registration of register the transfer into its register kept at its registered office of any Note, the Definitive Registered Notes: (A) for a period of 15 calendar days prior to any dat... (6) The Trustee, any Agent and the Company may Issuer shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) or interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 hereof. ... (7) All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee or the Registrar pursuant to this Section 2.07 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimile. The Trustee is hereby authorized facsimile wi... (8) None of the Trustee, Agents, the Issuer or the Guarantors shall have any responsibility or obligation to enter into any beneficial owner of an interest in a letter Global Note, any agent member or other member of, or a participant in, DTC or other person with respe... (9) No holder of representation any beneficial interest in any Global Note held on its behalf by a depositary shall have any rights under this Indenture with the Depositary in the form provided respect to such Global Note, and such depositary may be treated by the Company Issuer, the Trustee, and any agent of... (10) Neither the Trustee nor the Agents shall have any obligation or duty to act in accordance monitor, determine or inquire as to compliance with such letter.any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any inte...

General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges effected in accordance with this Indentureexchanges, the Company shall execute and the Trustee shall authenticate the Global Note Notes and any Definitive Certificated Notes at the Registrar's request. The (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6, 4.8, 4.15 and 10.6 hereto). (iii) All Global Note Notes and any Definitive Certificated Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note Notes or the Definitive Certificated Notes shall be legal, the valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Global Notes or Global Certificated Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the (iv) The Registrar shall not be required required: (A) to (a) issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business on a fifteen (15) Business Day 15 days Days before the day of mailing of any notice of redemption selection of Notes for redemption under Section 9.06 3.2 hereof and ending at the close of business on the day of such mailing or selection, (bB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service fee shall be charged , or (C) to any Holder register the transfer of or to exchange a Note for any registration of transfer or exchange between a Record Date and the next succeeding Interest Payment Date. (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.09, 2.10, 8.06 or 9.09 hereof, which shall be paid by the Company). v) Prior to due presentment to for the Trustee for registration of the a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. (vi) The Trustee shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.03 2.2 hereof. All certifications, certificates and Opinions of Counsel required to be submitted Notwithstanding anything herein to the contrary, as to any certifications or certificates delivered to the Trustee or Registrar pursuant to this Section 2.07 2.6, the Trustee's or the Registrar's duties shall be limited to effect a registration confirming that any such certifications and certificates delivered to it are in the form of transfer or exchange may be submitted by facsimileExhibits B-1 through B-4 and C attached hereto. The Trustee is hereby authorized to enter into a letter or Registrar shall not be responsible for confirming the truth or accuracy of representation with the Depositary representations made in the form provided by the Company and to act in accordance with any such lettercertifications or certificates.