Common use of Temporary Securities Clause in Contracts

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securities. Upon such surrender of temporary Securities for such exchange, the Company shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisionsand Subsidiary Guarantees. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. If temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor therefore one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which may have endorsed thereon or appended thereto Guarantees duly executed by the applicable Guarantors, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series are issued, the Company will cause definitive Securities, which may have endorsed thereon or appended thereto Guarantees duly executed by the applicable Guarantors of that series, or any Tranche thereof, after to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series series, having endorsed thereon or Tranche appended thereto the Guarantees duly executed by the Guarantors, upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, which may have endorsed thereon or appended thereto Guarantees duly executed by the applicable Guarantors, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may executeexecute and deliver to the Trustee, and upon Company Order the Trustee shall authenticate and deliver, in the manner provided in Section 3.3, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form without coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, or any Tranche such temporary Securities may be in global form, representing all of the Outstanding Securities of such series and tenor. Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, after if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or TrancheSecurities, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable upon request for definitive Securities of such series or Tranche containing identical terms and provisions upon surrender of such the temporary Securities of such series at the an office or agency of the Company maintained for such purpose pursuant to Section 602 in a Place of Payment for such Securities10.2, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series containing identical terms and Tranche of authorized denominations and of like tenor and aggregate principal amountprovisions. Until Unless otherwise specified as contemplated by Section 3.1 with respect to a temporary Security in global form, until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are typewritten, printed, lithographed, typewritten, mimeographed engraved or otherwise producedproduced by any combination of these methods, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . Such temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisionsmay be in global form. Unless otherwise specified as contemplated by Section 301 with respect to the If temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive a like principal amount of Definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series. Until exchanged in full as hereinabove provided, the temporary Securities of any series, including temporary Global Securities (whether or not issued as Book-Entry Securities as provided in Section 304), shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and having endorsed thereon the Subsidiary Guarantees substantially of the tenor of the definitive Subsidiary Guarantees in lieu of which they are issued duly executed by the Subsidiary Guarantors and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of a like tenor and aggregate principal amountamount and having endorsed thereon Subsidiary Guarantees of the same tenor executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Registered Securities of any series, or any Tranche thereofseries (including Global Securities), the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Registered Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Registered Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided. Every temporary Registered Security shall be executed by the Company and authenticated by the Trustee, howeverand registered by the Security Registrar, that upon the same conditions, and with like effect, as a definitive Registered Security. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Registered Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Registered Securities of such series, the temporary Registered Securities of such series or Tranche, the temporary shall be exchangeable for definitive Registered Securities of such series or Tranche shall be exchangeable, without charge to upon surrender of the Holder thereof, for definitive temporary Registered Securities of such series or Tranche upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Registered Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Registered Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Registered Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Registered Securities of such series. Until definitive Unregistered Securities of any series (including Global Securities) are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate one or more temporary Unregistered Securities, which may have coupons attached or which may be in the form of one or more temporary Global Unregistered Securities of that series without coupons. The temporary Unregistered Security or Securities of any series shall be substantially in the form approved by or pursuant to a Board Resolution and shall be delivered to one of the Paying Agents located outside the United States and its possessions or to such other person or persons as the Company shall direct against such certification as the Company may from time to time prescribe by or pursuant to a Board Resolution. The temporary Unregistered Security or Securities of a series shall be executed by the Company and authenticated by the Trustee upon the same conditions, and with like effect, as a definitive Unregistered Security of such series, except as provided herein or in the Board Resolution or supplemental Indenture relating thereto. A temporary Unregistered Security or Securities shall be exchangeable for definitive Unregistered Securities at the time and on the conditions, if any, specified in the temporary Security. Upon any exchange of a part of a temporary Unregistered Security of a series for definitive Unregistered Securities of such series, the temporary Unregistered Security shall be endorsed by the Trustee or Paying Agent to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of the definitive Unregistered Securities of such series so exchanged and Tranche and of like tenor authenticated and delivered hereunderendorsed.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon a Company Order and a Guarantor Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, having Guarantees endorsed thereon, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees may determine, as evidenced by their execution of such SecuritiesSecurities or Guarantees; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche with the definitive Guarantees of Guarantor endorsed thereon, upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securities. Upon such surrender of temporary Securities for such exchange, the Company shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountamount with the definitive Guarantees of the Guarantor endorsed thereon. Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 305), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the "COMMON DEPOSITARY") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, or any Tranche thereof, after such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series or Tranche. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 305), if temporary Securities of any series, or any Tranche thereof, are issued, the Company will cause definitive Securities of that series or Tranche thereof to be prepared without unreasonable delay. After the preparation of definitive Securities of such series series, or Trancheany Tranche thereof, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche thereof upon surrender of such the temporary Securities of such series or Tranche thereof at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series or Tranche without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, or any Tranche thereof, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and series, or Tranche thereof, of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series, or any Tranche thereof, shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and such series, or any Tranche and of like tenor authenticated and delivered hereunderthereof.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company and the Guarantor may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities having duly executed Guarantees endorsed thereon, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities and Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company and the Guarantor will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Tranchethat series, the temporary Securities of such that series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such that series or Tranche upon surrender of such the temporary Securities of that series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, and the Guarantor shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche having Guarantees duly endorsed thereon of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same that series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order and a Guarantor Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, having Guarantees endorsed thereon, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees may determine, as evidenced by their execution of such SecuritiesSecurities or Guarantees; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the If temporary Securities of any seriesseries or Tranche are issued, the Company shall cause definitive Securities of such series or any Tranche thereof, after to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche Tranche, with the definitive Guarantees of the Guarantor endorsed thereon, upon surrender of such the temporary Securities of such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesseries or Tranche, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series or Tranche, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche or Tranche, of authorized denominations and of like tenor and aggregate principal amount, with the definitive Guarantees of the Guarantor endorsed thereon. Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 3.05), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereunderthe Depositary therefor for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Issuers may execute, and upon Company an Issuer Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of with like terms and conditions as the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions thereof), if temporary Securities of any Tranche thereofseries are issued, after the Issuers will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 Issuers in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, Issuers shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor terms and aggregate principal amountconditions. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities of such series, having the Guarantee of the Guarantor endorsed thereon. Temporary Securities of any series shall be substantially in the form of definitive Securities of such series, but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers of the Company and the Guarantor executing the temporary Securities or the Guarantee endorsed thereon, as evidenced by their execution of such temporary Securities or Guarantee, as applicable. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series, having the Guarantee of the Guarantor endorsed thereon to be prepared without unreasonable delay. After the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche and tenor upon surrender of such temporary Securities at the office or agency of the Company maintained designated for such purpose pursuant to Section 602 in a Place of Payment for such Securities4.02, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same such series and Tranche of authorized denominations and of like tenor and aggregate principal amountauthorized denominations, having a Guarantee executed by the Guarantor endorsed thereon. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 305), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the "Common Depositary") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Issuer may execute, and upon Company an Issuer Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of with like terms and conditions as the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions thereof), if temporary Securities of any Tranche thereofseries are issued, after the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 Issuer in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, Issuer shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor terms and aggregate principal amountconditions. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order [if applicable, insert – and, if any Guarantees by a Guarantor are so to be endorsed on such Securities, a Guarantor Order of such Guarantor], the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities [if applicable, insert – or Guarantees, respectively,] may determine, as evidenced by their execution of such Securities; providedSecurities [if applicable, howeverinsert – or Guarantees, that respectively]. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall[if applicable, except as aforesaidinsert – , and if applicable, the Guarantors] shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon receipt of the documents required by Section 303, together with a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities of like series in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place 1002 for the purpose of Payment for exchanges of Securities of such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive one or more Definitive Securities of the same series and Tranche series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series and tenor. Section 305. Registration, Registration of Transfer and Exchange The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Company shall, prior to the issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security Register shall be available for inspection by the Trustee. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained pursuant to Section 1002 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 Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. Neither the Trustee nor the Company shall be required (1) to issue, register the transfer of or exchange Securities of any series (or of any series and Tranche specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of like tenor business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provision in this Indenture and except as otherwise specified as contemplated by Section 301, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, except as provided in this paragraph. Every Security authenticated and delivered hereunderupon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Security Registrar has received a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such series (in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines in its sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons as such Depositary shall direct.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as conclusively evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of --------------------- definitive Securities of any series, or any Tranche thereof, the Company applicable Issuer may execute, and the Guarantor may execute, as applicable, the notation of any Guarantees pursuant to Article XIII or any Guarantees endorsed on, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees or notations of the Guarantees pursuant to Article XIII, as applicable, may determine, as conclusively evidenced by their execution of such Securities; providedSecurities or Guarantees or notations, however, that as the case may be. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the applicable Issuer will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 such Issuer in a Place of Payment for such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series the Issuer shall execute, and the Guarantor shall execute, as applicable, the Company shallnotation of any Guarantees pursuant to Article XIII or the Guarantees endorsed on, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same such series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Securities of such series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the If temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Company shall cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche series, of authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Corporation may execute, and upon Company Order and Guarantor Order the Trustee shall authenticate and deliver, temporary Securities (with temporary Guarantees endorsed thereon) which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees, as the case may be, may determine, as evidenced by their execution of such Securities; providedSecurities or Guarantees, however, that as the case may be. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities Guarantees of any seriesseries are issued, or any Tranche thereof, after the Corporation will cause definitive Securities and Guarantees of that series to be prepared without unreasonable delay. After the preparation of definitive Securities and Guarantees of such series, the temporary Securities and Guarantees of such series or Trancheshall be exchangeable for definitive Securities of such series, with the definitive Guarantees of the Guarantor endorsed thereon, upon surrender of the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 Corporation in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount, with the definitive Guarantees executed by the Guarantor endorsed thereon. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series and the Guarantees endorsed thereon shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche tenor and of like tenor authenticated and delivered hereunderdefinitive Guarantees.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute and the Guarantor may execute, as applicable, the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed on, and upon compliance with Section 303 by the Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the directors or officers executing such Securities or Guarantees or notations of the Guarantee pursuant to Article Fourteen, as applicable, may determine, as evidenced by their execution of such Securities; providedSecurities or Guarantees or notations, however, that as the case may be. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shallshall execute, except and the Guarantor shall execute, as aforesaidapplicable, execute the notation of the Guarantee pursuant to Article Fourteen or the Guarantee endorsed on, and the Trustee shall authenticate and deliver in exchange therefor therefor, one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities having endorsed thereon the Guarantees duly executed by the Guarantors, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series are issued, the Company will cause definitive Securities, having endorsed thereon Guarantees duly executed by the Guarantors of that series, or any Tranche thereof, after to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche series, having endorsed thereon the Guarantees duly executed by the Guarantors, upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, having endorsed thereon the Guarantees duly executed by the Guarantors, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending Until definitive Securities of any series are ready for delivery, the Issuer may prepare, and the Trustee shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially in the form of definitive Securities of such series, having endorsed thereon Guarantees duly executed by the Guarantors substantially in the form of definitive Guarantees, but may have insertions, substitutions, omissions and other variations determined to be appropriate by the officers of the Issuer executing the temporary Securities and Guarantees, as evidenced by their execution of such temporary Securities and Guarantees. If temporary Securities of any series are issued, the Issuer will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche and tenor, each such Security having endorsed thereon a Guarantee duly executed by the Guarantors, upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment Issuer designated for such Securitiespurpose, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series the Issuer and the Guarantors shall execute, the Company shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same such series and Tranche of authorized denominations and of like tenor and aggregate principal amountauthorized denominations, each such Security having endorsed thereon a Guarantee duly executed by the Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, notations of Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and notations of Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities of such series, having the Guarantee of the Guarantor endorsed thereon. Temporary Securities of any series shall be substantially in the form of definitive Securities of such series but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers of the Company and the Guarantor executing the temporary Securities or the Guarantee endorsed thereon, as evidenced by their execution of such temporary Securities or Guarantee, as applicable. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series, having the Guarantee of the Guarantor endorsed thereon, to be prepared without unreasonable delay. After the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche and tenor upon surrender of such temporary Securities at the office or agency of the Company maintained designated for such purpose pursuant to Section 602 in a Place of Payment for such Securities4.02, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same such series and Tranche of authorized denominations and of like tenor and aggregate principal amountauthorized denominations, having a Guarantee executed by the Guarantor endorsed thereon. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 3.05), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the "Common Depositary") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series, and if applicable, having endorsed thereon the notations of Subsidiary Guarantees, in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, notations of Subsidiary Guarantees, may determine, as evidenced by their execution of such Securities; provided, however, that Securities and notations of Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. If in accordance with Section 301(6), the Company designates a transfer agent (in addition to the Security Registrar) with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, 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 and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security Registrar 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 Securities. If the Securities of any series are to be redeemed in part, neither the Trustee nor the Company shall be required, pursuant to the provisions of this Section 305, (A) to issue, register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, any portion not to be redeemed. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security, (ii) defaults in the performance of its duties as Depositary, or (iii) has ceased to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor Depositary within 90 days after receipt of such notice or after it has become aware of such default or cessation, (B) the Company in its sole discretion determines, subject to the procedures of the Depositary, that such Global Security will be so exchangeable or transferable or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered hereunderupon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, 306, 906, 1107 or 1405 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company and the Guarantors may executeexecute and, and upon Company Order Order, the Trustee shall authenticate and deliver, deliver temporary Securities with Subordinated Guarantees endorsed thereon of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor and form, with or without interest coupons, of the definitive Securities with Subordinated Guarantees endorsed thereon in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and such Subordinated Guarantees may determine, as conclusively evidenced by their execution of such Securities; providedSecurities and interest coupons, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisionsif any and such Subordinated Guarantees. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in Global Securities, representing all or any Tranche a portion of the Outstanding Securities of such series. Except in the case of temporary Global Securities, each of which shall be exchanged in accordance with the provisions thereof, after if temporary Securities of any series are issued, the Company and the Guarantors will cause definitive Securities with Subordinated Guarantees endorsed thereon of such series to be prepared without unreasonable delay. After preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 9.2 in a Place of Payment for such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series (accompanied by any unmatured interest coupons appertaining thereto), the Company shall, except as aforesaid, and the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities with Subordinated Guarantees endorsed thereon of the same series and Tranche of authorized denominations and of like tenor tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and aggregate principal amountprovided, further, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless such delivery shall occur outside the United States. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereunderexcept as otherwise specified as contemplated by Section 3.1.

Temporary Securities. Pending the preparation of definitive Registered Securities of any series, or any Tranche thereofseries (including Global Securities), the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Registered Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Registered Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided. Every temporary Registered Security shall be executed by the Company and authenticated by the Trustee, howeverand registered by the Security Registrar, that upon the same conditions, and with like effect, as a definitive Registered Security. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Registered Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Registered Securities of such series, the temporary Registered Securities of such series or Tranche, the temporary shall be exchangeable for definitive Registered Securities of such series or Tranche shall be exchangeable, without charge to upon surrender of the Holder thereof, for definitive temporary Registered Securities of such series or Tranche upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such 304, 305 surrender for cancellation of any one or more temporary Registered Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Registered Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Registered Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Registered Securities of such series. Until definitive Unregistered Securities of any series (including Global Securities) are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate one or more temporary Unregistered Securities, which may have coupons attached or which may be in the form of one or more temporary Global Unregistered Securities of that series without coupons. The temporary Unregistered Security or Securities of any series shall be substantially in the form approved by or pursuant to a Board Resolution and shall be delivered to one of the Paying Agents located outside the United States and its possessions or to such other person or persons as the Company shall direct against such certification as the Company may from time to time prescribe by or pursuant to a Board Resolution. The temporary Unregistered Security or Securities of a series shall be executed by the Company and authenticated by the Trustee upon the same conditions, and with like effect, as a definitive Unregistered Security of such series, except as provided herein or in the Board Resolution or supplemental Indenture relating thereto. A temporary Unregistered Security or Securities shall be exchangeable for definitive Unregistered Securities at the time and on the conditions, if any, specified in the temporary Security. Upon any exchange of a part of a temporary Unregistered Security of a series for definitive Unregistered Securities of such series, the temporary Unregistered Security shall be endorsed by the Trustee or Paying Agent to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of the definitive Unregistered Securities of such series so exchanged and Tranche and of like tenor authenticated and delivered hereunderendorsed.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company and the Guarantors may executeexecute and, and upon Company Order Order, the Trustee shall authenticate and deliver, deliver temporary Securities with Senior Guarantees endorsed thereon of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor and form, with or without interest coupons, of the definitive Securities with Senior Guarantees endorsed thereon in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and such Senior Guarantees may determine, as conclusively evidenced by their execution of such Securities; providedSecurities and interest coupons, howeverif any, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisionsand such Senior Guarantees. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be Global Securities, representing all or any Tranche a portion of the Outstanding Securities of such series. Except in the case of temporary Global Securities, each of which shall be exchanged in accordance with the provisions thereof, after if temporary Securities of any series are issued, the Company and the Guarantors will cause definitive Securities with Senior Guarantees endorsed thereon of such series to be prepared without unreasonable delay. After preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 9.2 in a Place of Payment for such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series (accompanied by any unmatured interest coupons appertaining thereto), the Company shall, except as aforesaid, and the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities with Senior Guarantees endorsed thereon of the same series and Tranche of authorized denominations and of like tenor tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and aggregate principal amountprovided further, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless such delivery shall occur outside the United States. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereunderexcept as otherwise specified as contemplated by Section 3.1.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereofSeries, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed typewritten or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, or such temporary Securities may be in the form of Global Securities. If temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge subject to the Holder thereofSection 305, for definitive Securities of like tenor of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountof any authorized denominations. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" of each series of Securities for the purpose of registering Securities and transfers of Securities as herein provided at the Corporate Trust Office. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company in any Place of Payment for such series, the Company shall execute and the Trustee shall authenticate and deliver (in the name of the designated transferee or transferees) one or more new Securities of the same series and Tranche series, of any authorized denominations and of a like aggregate principal amount and tenor authenticated and delivered hereunderbearing a number not contemporaneously outstanding. 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 and tenor, upon surrender of the Securities to be exchanged at the office or agency of the Company in any Place of Payment for such series. 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Company may but shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part or (iii) to register the transfer of or exchange any certificated Securities during a period beginning five days before the date of Maturity with respect to such Security and ending on such date of Maturity. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, no Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the name of, and no transfer of a Global Security of any series may be registered to, any Person other than the Depositary for such Security or its nominee, unless (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or the Company determines that the Depositary is unable to continue as Depositary and the Company thereafter fails to appoint a successor Depositary, (ii) the Company provides for such exchange or registration of transfer pursuant to Section 301 of this Indenture, (iii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registrable, or (iv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series which entitles the Holders of such Securities to accelerate the maturity thereof Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), (ii), (iii) or (iv) of the preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such series, such Global Security may be exchanged for Securities not bearing the legend specified in Section 205 and registered in the names of such Persons as may be specified by the Depositary (including Persons other than the Depositary or its nominees). Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order and Guarantor Order the Trustee shall authenticate and deliverdeliver or make available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed photocopied or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series are issued, the Company will cause definitive Securities of that series, or any Tranche thereofwith Guarantees endorsed thereon, after to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche with Guarantees of the Guarantor endorsed thereon upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver or make available for delivery in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, each with a Guarantee of the Guarantor endorsed thereon. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereofin certificated form, the Company Issuer may executeexecute and the U.S. Trustee or an authenticating agent appointed by the U.S. Trustee shall, and upon Company Order the Trustee shall an Issuer Order, authenticate and deliver, deliver temporary Securities which are (printed, lithographed, typewritten, mimeographed photocopied or otherwise produced, ). Temporary Securities shall be issuable in any authorized denomination, and substantially in the form of the tenor of the definitive Securities in lieu of which they are issuedcertificated form, but with such appropriate insertions, omissions, substitutions insertions and other variations as may be appropriate for temporary Securities, all as may be determined by the officers executing Issuer. Every such Securities may determinetemporary Security shall be executed by the Issuer and authenticated by the U.S. Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as evidenced the Securities in certificated form. The Guarantors shall cause to be endorsed on any such temporary Security a Guarantee executed by their execution of such Securities; providedthe Guarantors in substantially the same manner, howeverand with the same effect, that temporary as the Securities need not recite specific redemptionin certificated form. Without unreasonable delay, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect the Issuer will execute and deliver to the Securities of any series, U.S. Trustee or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securities. Upon such surrender of temporary Securities for such exchange, the Company shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor definitive authenticating agent Securities of the same series Series in certificated form and Tranche of authorized denominations thereupon any or all temporary Securities may be surrendered in exchange therefor, at each office or agency maintained by the Issuer pursuant to Section 4.08 and of like tenor the U.S. Trustee or such authenticating agent shall authenticate and make available for delivery in exchange for such temporary Securities an equal aggregate principal amountamount of Securities of the same Series in certificated form. The Guarantors shall cause to be endorsed on any such Security a Guarantee executed by the Guarantors. Such exchange shall be made by the Issuer at its own expense and without any charge therefor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture and the Guarantee as definitive Securities of the same series and Tranche and of like tenor Series in certificated form authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Corporation may execute, and upon Company Corporation Order the Trustee shall authenticate and deliver, temporary Securities which Securities, having endorsed thereon Guarantees duly executed by the Guarantor, that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series are issued, the Corporation will cause definitive Securities of such series, or any Tranche thereofhaving endorsed thereon Guarantees duly executed by the Guarantor, after to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or TrancheSecurities, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche Securities, having endorsed thereon Guarantees duly executed by the Guarantor, upon surrender of such the temporary Securities at the office or agency of the Company maintained pursuant Corporation designated for that purpose without charge to Section 602 in a Place of Payment for such Securitiesthe Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeSecurities, the Company shall, except as aforesaid, Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, having endorsed thereon Guarantees duly executed by the Guarantor, of any authorized denominations having the same Original Issue Date and of like tenor Stated Maturity and aggregate principal amounthaving the same terms as such temporary Securities. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 3.5), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the "COMMON DEPOSITARY") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of (a) Until definitive Registered Securities of any series, or any Tranche thereofSeries are ready for delivery, the Company may execute, prepare and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securities. Upon such surrender of temporary Securities for such exchange, the Company shall, except as aforesaid, execute and the Trustee shall authenticate temporary Registered Securities of such Series having duly executed Guarantees endorsed thereon. Temporary Registered Securities of any Series shall be substantially in the form of definitive Registered Securities of such Series but may have variations that the Company and deliver in exchange therefor the Guarantor considers appropriate for temporary Securities. Every temporary Registered Security shall be executed by the Company, authenticated by the Trustee, and registered by the Registrar, upon the same conditions, and with like effect, as a definitive Registered Security. Without unreasonable delay, the Company and the Guarantor shall prepare and the Trustee shall authenticate definitive Registered Securities of the same series Series and Tranche containing identical terms and provisions in exchange for temporary Registered Securities. (b) Until definitive Unregistered Securities of authorized denominations any Series are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate one or more temporary Unregistered Securities, which may have coupons attached or which may be in the form of a single temporary global Unregistered Security of that Series. The temporary Unregistered Security or Securities of any Series shall be substantially in the form approved by or pursuant to a Board Resolution and shall be delivered to one of the Paying Agents located outside the United States and its possessions or to such other person or persons as the Company shall direct against such certification as the Company may from time to time prescribe by or pursuant to a Board Resolution. The temporary Unregistered Security or Securities of a Series shall be executed by the Company and the Guarantor and authenticated by the Trustee, upon the same conditions, and with like tenor effect, as a definitive Unregistered Security of such Series, except as provided herein or therein. A temporary Unregistered Security or Securities shall be exchangeable for definitive Unregistered Securities containing identical terms and provisions at the time and on the conditions, if any, specified in the temporary Security. Upon any exchange of a part of a temporary Unregistered Security of a Series for definitive Unregistered Securities of such Series, the temporary Unregistered Security shall be endorsed by the Trustee or Paying Agent to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount. Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as amount of definitive Unregistered Securities of the same series such Series so exchanged and Tranche and of like tenor authenticated and delivered hereunderendorsed.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company and the Guarantors may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities with Senior Guarantees endorsed thereon which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities with Senior Guarantees endorsed thereon in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that Securities and such Senior Guarantees. Except in the case of temporary Securities need not recite specific redemptionin global form (which shall be exchanged in accordance with the provisions of the following paragraphs), sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the if temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Company and the Guarantors will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities with Senior Guarantees endorsed thereon of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities with Senior Guarantees endorsed thereon of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. All Outstanding temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are typewritten, printed, lithographed, typewritten, mimeographed engraved or otherwise producedproduced by any combination of these methods, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issuedissued and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable, substantially of the tenor of the definitive Note Guarantees, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Note Guarantees may determine, as evidenced by their execution of such Securities; providedSecurities or Note Guarantees, however, that as the case may be. Such temporary Securities need may be in global form. Except in the case of temporary Securities in global form that are not recite specific redemptionissued as Book-Entry Securities as provided in Section 304 (which shall be exchanged in accordance with the provisions of the following paragraphs), sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the if temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations having, if applicable, endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form (other than Securities issued as Book-Entry Securities as provided in Section 304), any such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the Beneficial Owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security that is not issued as a Book-Entry Security as provided in Section 304 (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable, executed by the Company. On or after the Exchange Date such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in registered form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the Beneficial Owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301). Unless otherwise specified in such temporary Global Security that is not issued as a Book-Entry Security as provided in Section 304, the interest of a Beneficial Owner of Securities of a series in a temporary Global Security shall be exchanged for definitive Securities of the same series and Tranche of authorized denominations and of like tenor and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable, following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and aggregate principal amountdelivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the Beneficial Owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Until exchanged in full as hereinabove provided, the temporary Securities of any series, including temporary Global Securities (whether or not issued as Book-Entry Securities as provided in Section 304), shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security (other than Securities issued as Book-Entry Securities as provided in Section 304) on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the Beneficial Owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the Beneficial Owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable, on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such Beneficial Owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. Pending the preparation of definitive Definitive Securities of any series, or any Tranche thereof, the Company Partnership may execute, and upon Company Partnership Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Partnership will cause Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company Partnership maintained pursuant to Section 602 in a Place 1002 for the purpose of Payment for exchanges of Securities of such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive Definitive Securities of the same series and Tranche tenor, of any authorized denominations and of a like tenor and aggregate principal amount. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Partnership shall cause to be kept at the office or agency of the Partnership in the Borough of Manhattan, the City of New York (or in any other office or agency of the Partnership in a Place of Payment required by Section 1002) a register (the register maintained in such office being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Partnership shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as the initial office or agency in the Borough of Manhattan, The City of New York where the Security Register will be maintained. The Partnership may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Partnership will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Partnership maintained pursuant to Section 1002 for such purpose, the Partnership shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series and Tranche tenor, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series and tenor, 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 Partnership shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Partnership or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Partnership and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be imposed for any registration of transfer or exchange of Securities, but the Partnership 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. Neither the Trustee nor the Partnership shall be required (1) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provisions of this Indenture and except as otherwise specified with respect to any particular series of Securities as contemplated by Section 301, a Global Security representing all or a portion of the Securities of a series may not be transferred, except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. Every Security authenticated and delivered upon registration or transfer of or in exchange for or in lieu of, a Global Security shall be a Global Security except as provided in the two paragraphs immediately following. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Partnership that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible to continue as Depositary under Section 101 or ceases to be a clearing agency registered under the Exchange Act, the Partnership shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Partnership within 90 days after the Partnership receives such notice or becomes aware of such ineligibility, the Partnership's election pursuant to Section 301 that such Securities be represented by one or more Global Securities shall no longer be effective and the Partnership will execute, and the Trustee, upon receipt of a Partnership Order for the authentication and delivery of Definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities registered in the names of such Persons as the Depository shall direct. The Partnership may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Partnership will execute, and the Trustee, upon receipt of a Partnership Order for the authentication and delivery of the Definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities registered in the names of such Persons as the Depository shall direct. If specified by the Partnership pursuant to Section 301 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Partnership and such Depositary. Thereupon, the Partnership shall execute, and the Trustee, upon receipt of a Partnership Order for the authentication and delivery of Securities in definitive registered form, shall authenticate and deliver, without service charge, (1) to the Person specified by such Depositary a new Security or Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (2) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (1) above. Every Person who takes or holds any beneficial interest in a Global Security agrees that: (a) the Partnership and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such Person; (b) such Person's rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary; (c) the Depositary and its participants may make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal and interest on the Global Securities to, such Persons in accordance with their own procedures; and (d) none of the Partnership, the Trustee nor any agent of the Partnership or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, together with such security or indemnity as may be required by the Partnership, the Guarantor or the Trustee to save each of them and any agent of either of them harmless, the Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security, with an endorsement of the Guarantee executed by the Guarantor, of the same series and of like tenor authenticated and principal amount and bearing a number not contemporaneously Outstanding. If there shall be delivered to the Partnership, the Guarantor and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Partnership, the Guarantor or the Trustee that such Security has been acquired by a bona fide purchaser, the Partnership shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security, with an endorsement of the Guarantee executed by the Guarantor, of the same series and of like tenor and principal amount and bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Partnership in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 306, the Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Partnership and the Guarantor, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. Except in the case of temporary Securities need not recite specific redemptionin global form (which shall be exchanged in accordance with the provisions of the following paragraphs), sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the if temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and deliver a Company Order requesting the Trustee to authenticate and deliver and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountand, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. All Outstanding temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series, and if applicable, having endorsed thereon the notations of Subsidiary Guarantees, in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, notations of Subsidiary Guarantees, may determine, as evidenced by their execution of such Securities; provided, however, that Securities and notations of Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. If in accordance with Section 301(6), the Company designates a transfer agent (in addition to the Security Registrar) with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, 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 and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security Registrar 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 Securities. If the Securities of any series are to be redeemed in part, neither the Trustee nor the Company shall be required, pursuant to the provisions of this Section 305, (A) to issue, register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, any portion not to be redeemed. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security, (ii) defaults in the performance of its duties as Depositary, or (iii) has ceased to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor Depositary within 90 days after receipt of such notice or after it has become aware of such default or cessation, (B) the Company in its sole discretion determines, subject to the procedures of the Depositary, that such Global Security will be so exchangeable or transferable or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered hereunderupon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, 306, 906, 1107 or 1505 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 305), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared with unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the "Common Depositary") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Tranchethat series, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 Issuer in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and tenor. Until exchanged in full as hereinabove hereinafter provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among depositary participants or beneficial owners of interests in any certificated Security or global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the depositary.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order and a Guarantor Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, having Guarantees endorsed thereon with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees may determine, as evidenced by their execution of such SecuritiesSecurities or Guarantees; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche with the definitive Guarantee endorsed thereon upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securities. Upon such surrender of temporary Securities for such exchangeSecurities, the Company shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche Tranche, of authorized denominations and of like tenor and aggregate principal amountamount with the definitive Guarantee endorsed thereon. Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order and Guarantor Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed mimeographed, photocopied or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, having Guaranties endorsed thereon, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guaranties may determine, as evidenced by their execution of such SecuritiesSecurities or Guaranties; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless Except as otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder Holders thereof, for definitive Securities of such series or Tranche Tranche, with the definitive Guaranties of the Guarantor endorsed thereon, upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 502 in a Place of Payment for such Securities. Upon such surrender of temporary Securities for such exchangeSecurities, the Company shallCompany, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche Tranche, of authorized denominations and of like tenor and aggregate principal amount, with definitive Guaranties endorsed thereon. Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series, and if applicable, having endorsed thereon the notations of Subsidiary Guarantees, in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, notations of Subsidiary Guarantees, may determine, as evidenced by their execution of such Securities; provided, however, that Securities and notations of Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. If in accordance with Section 301(6), the Company designates a transfer agent (in addition to the Security Registrar) with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security Registrar 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 Securities. If the Securities of any series are to be redeemed in part, neither the Trustee nor the Company shall be required, pursuant to the provisions of this Section 305, (A) to issue, register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, any portion not to be redeemed. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security, (ii) defaults in the performance of its duties as Depositary, or (iii) has ceased to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary, in each case, unless the Company has approved a successor Depositary within 90 days after receipt of such notice or after it has become aware of such default or cessation, (B) the Company in its sole discretion determines, subject to the procedures of the Depositary, that such Global Security will be so exchangeable or transferable or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, 306, 906, 1107 or 1405 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon, and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and Tranche of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated Security in accordance with its customary procedures. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor authenticated and principal amount and bearing a number not contemporaneously outstanding and, if applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon. If, after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company and the Trustee in connection therewith and shall cancel and dispose of such new Security in accordance with its customary procedures. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Company and the fees and expenses of the Trustee, its agents and counsel) connected therewith. Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Securities of and, if applicable, having endorsed thereon the Subsidiary Guarantees executed by the Subsidiary Guarantor of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officer or officers of the Company executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall may be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. Section 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee for the Securities of each series a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. 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 and tenor, 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same Debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. No service charge shall be made to a Holder 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities of any series (or any series and specified tenor) are to be redeemed, in whole or in part, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of that series (or that series and tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. If the Company shall establish pursuant to Section 301 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee for the Securities of such series shall, in accordance with Section 303 and the Company Order with respect to such series, authenticate and deliver one or more Global Securities in temporary or permanent form that (1) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (2) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, and (3) shall bear a legend substantially to the following effect: “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM” and such other legend as may be required by the depositary. Notwithstanding any other provision of this Section 305, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for Securities of a series shall no longer be a clearing agency registered and in good standing under the Exchange Act or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company will execute, and the Trustee for the Securities of such series, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such series in exchange for such Global Security or Global Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Global Securities. In such event, the Company will execute, and the Trustee for the Securities of such series, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such Series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such series in exchange for such Global Security or Global Securities. If the Securities of any series shall have been issued in the form of one or more Global Securities and if an Event of Default with respect to the Securities of such series shall have occurred and be continuing, the Company will promptly execute, and the Trustee for the Securities of such series, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such series in exchange for such Global Security or Global Securities. If specified by the Company pursuant to Section 301 with respect to Securities of a series, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute and the Trustee for the Securities of such series shall authenticate and deliver, without charge: (A) to each Person specified by the Depositary a new registered Security or Securities of the same series, of an authorized denomination as requested by such Person in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (B) to the Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. Upon the exchange of a Global Security in whole for Securities in definitive form, such Global Security shall be canceled by the Trustee for the Securities of such series. Securities issued in exchange for a Global Security shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee for the Securities of such series. Such Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and Tranche of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor authenticated and delivered principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees executed by the Subsidiary Guarantor of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities substantially of the tenor of the definitive Securities in lieu of which they are issued and having endorsed thereon Guarantees of the Guarantor substantially of the tenor of definitive Guarantees, which Securities and Guarantees may be printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, denomination and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or such Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and such Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor which have endorsed thereon Guarantees duly executed by the Guarantor. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. (a) Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with Section 3.04(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount and like tenor of definitive Securities of the same series and Tranche of authorized denominations and denominations. Until so exchanged, the temporary Securities of like tenor and aggregate principal amount. any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. (b) Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company applicable Issuer may execute, and the Guarantor may execute, as applicable, the notation of any Guarantees pursuant to Article Twelve or any Guarantees endorsed on and, upon receipt of the documents required by Section 303, together with a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees or notations of Guarantees may determine, as evidenced by their execution of such Securities; providedSecurities or Guarantees or notations, however, that as the case may be. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the preparation of applicable Issuer will cause definitive Securities of such series or Trancheto be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 applicable Issuer in a Place of Payment Payment, without charge to the Holder; and upon surrender for such Securities. Upon such surrender cancelation of any one or more temporary Securities for such exchangethe applicable Issuer shall execute and the Guarantor shall execute, as applicable, the Company shall, except as aforesaid, execute notation of any Guarantees pursuant to Article Twelve or the Guarantees endorsed on and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same such series and Tranche of authorized denominations and of like tenor and aggregate principal amountterms. Until so exchanged in full as hereinabove provided, the temporary Securities of such series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Issuer may execute, and upon Company Order receipt of an Issuer Order, the Trustee shall authenticate and deliver, temporary Securities (and, in the case of Global Securities issued under the New Safekeeping Structure, the Trustee shall instruct, or cause the London Paying Agent to instruct, the Common Safekeeper to effectuate the Global Securities and such Global Securities shall have been effectuated by the Common Safekeeper) which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determinedetermine (and, in the case of temporary Global Securities issued under the New Safekeeping Structure, such temporary Global Securities shall be effectuated by the Common Safekeeper), as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, or such temporary Securities may be in the form of Global Securities. If temporary Securities of any Tranche thereofseries are issued, after the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche series, upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 Issuer in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of like tenor of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereundersuch series.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and upon receipt of a Company Order the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, series the Company may execute, execute and upon Company Order the Trustee shall authenticate and deliver, deliver temporary Securities which are (printed, lithographed, lithographed or typewritten, mimeographed or otherwise produced, ). Temporary Securities shall be issuable in any authorized denomination, denomination and substantially of in the tenor form of the definitive Securities in lieu of which they are issued but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company. Every such temporary Security shall be executed by the Company and shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Securities in lieu of which they are issued. Temporary Securities may be issued as Registered Securities or Unregistered Securities, with such appropriate insertions, omissions, substitutions or without one or more Coupons attached. Without unreasonable delay the Company will execute and other variations as deliver to the officers executing such Trustee definitive Securities may determine, as evidenced by their execution of such Securities; provided, however, that series and thereupon any or all temporary Securities need not recite specific redemptionof such series may be surrendered in exchange therefor, sinking fundat the Corporate Trust Office of the Trustee, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with or, in the case of temporary Securities issued in respect to the of Unregistered Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of such temporary Securities at the corporate trust office or agency of the Company maintained Trustee located in a city specified elsewhere in this Indenture or pursuant to Section 602 in a Place of Payment for such Securitiessec. Upon such surrender of temporary Securities for such exchange3.01, the Company shall, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor for such temporary Securities an equal aggregate principal amount of definitive Securities of the same series with appropriate Coupons, if any, attached. Such exchange shall be made by the Company at its own expense and Tranche without any charge therefor except that in case of authorized denominations and any such exchange involving any registration of like tenor and aggregate principal amounttransfer the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereunder. sec.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . Except in the case of temporary Securities need not recite specific redemptionin global form (which shall be exchanged in accordance with the provisions of the following paragraphs), sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the if temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. All Outstanding temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.. -20-

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions in Section 3.05, if temporary Securities of any Tranche thereofseries are issued, after the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 Issuer in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, Issuer shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary Global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary of common depositary (the "Common Depositary") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company and the Guarantor may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities having duly executed Guarantees endorsed thereon, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company and the Guarantor will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, and the Guarantor shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities having duly executed Guarantees endorsed thereon of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche tenor and of like tenor authenticated and delivered hereunderthe Guarantees endorsed thereon. SECTION 305.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series 30 at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Definitive Securities of any series, or any Tranche thereof, the Company Partnership may execute, and upon Company Partnership Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Partnership will cause Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company Partnership maintained pursuant to Section 602 in a Place 1002 for the purpose of Payment for exchanges of Securities of such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive Definitive Securities of the same series and Tranche tenor, of any authorized denominations and of a like tenor and aggregate principal amount. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Partnership shall cause to be kept at the office or agency of the Partnership in the Borough of Manhattan, the City of New York (or in any other office or agency of the Partnership in a Place of Payment required by Section 1002) a register (the register maintained in such office being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Partnership shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at 5 Penn Plaza, 13th Floor, New York, New York 10001, as the initial off▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇y of New York where the Security Register will be maintained. The Partnership may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Partnership will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Partnership maintained pursuant to Section 1002 for such purpose, the Partnership shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series and Tranche tenor, of any authorized denominations and of a like tenor aggregate principal amount. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series and tenor, 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 Partnership shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Partnership or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Partnership and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be imposed for any registration of transfer or exchange of Securities, but the Partnership 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. Neither the Trustee nor the Partnership shall be required (1) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provisions of this Indenture and except as otherwise specified with respect to any particular series of Securities as contemplated by Section 301, a Global Security representing all or a portion of the Securities of a series may not be transferred, except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. Every Security authenticated and delivered hereunderupon registration or transfer of or in exchange for or in lieu of, a Global Security shall be a Global Security except as provided in the two paragraphs immediately following. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Partnership that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible to continue as Depositary under Section 101 or ceases to be a clearing agency registered under the Exchange Act, the Partnership shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Partnership within 90 days after the Partnership receives such notice or becomes aware of such ineligibility, the Partnership's election pursuant to Section 301 that such Securities be represented by one or more Global Securities shall no longer be effective and the Partnership will execute, and the Trustee, upon receipt of a Partnership Order for the authentication and delivery of Definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities registered in the names of such Persons as the Depository shall direct. The Partnership may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Partnership will execute, and the Trustee, upon receipt of a Partnership Order for the authentication and delivery of the Definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities registered in the names of such Persons as the Depository shall direct. If specified by the Partnership pursuant to Section 301 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Partnership and such Depositary. Thereupon, the Partnership shall execute, and the Trustee, upon receipt of a Partnership Order for the authentication and delivery of Securities in definitive registered form, shall authenticate and deliver, without service charge, (1) to the Person specified by such Depositary a new Security or Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (2) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (1) above. Every Person who takes or holds any beneficial interest in a Global Security agrees that: (a) the Partnership and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such Person; (b) such Person's rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary; (c) the Depositary and its participants may make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal and interest on the Global Securities to, such Persons in accordance with their own procedures; and (d) none of the Partnership, the Trustee nor any agent of the Partnership or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon surrender for cancellation of any one or more SECTION 305. Registration, Registration of Transfer and Exchange; Certain Transfers and Exchanges (a) Registration, Registration of Transfer and Exchange Generally. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such surrender office and in any other office or agency of temporary Securities for the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such exchangereasonable regulations as it may prescribe, the Company shallshall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, except as aforesaidthe Company shall execute, execute and the Trustee shall authenticate and deliver deliver, in exchange therefor definitive the name of the designated transferee or transferees, one or more new Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until Subject to Section 306(b), at the option of the Holder, Securities of any series may be exchanged in full as hereinabove providedfor other Securities of the same series, temporary of any authorized denominations and of like tenor and 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. All Securities issued upon any registration of transfer or exchange of Securities shall in all respects be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as definitive the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of If the Securities of the same any series (or of any series and Tranche specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of like tenor business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered hereunderupon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Issuer may execute, and upon Company receipt of an Issuer Order of the Issuer, either Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons and having endorsed thereon a Guarantee executed by each Guarantor substantially of the tenor of the definitive Guarantee, and in all cases with such appropriate insertions, omissions, substitutions and other variations as the officers of the Issuer or the Guarantors executing such Securities and Guarantees may determine, as conclusively evidenced by their execution of such Securities; provided, however, that Securities and Guarantees. Such temporary Securities need not recite specific redemptionmay be in global form. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the if temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 Issuer in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series (accompanied by any unmatured coupons appertaining thereto), the Company shall, except as aforesaid, Issuer shall execute and the either Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and evidencing the same indebtedness and having endorsed thereon a Guarantee executed by each Guarantor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London, England office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay, but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Issuer shall deliver to either Trustee definitive Securities, in aggregate principal amountamount equal to the principal amount of such temporary global Security and evidencing the same indebtedness, executed by the Issuer and having endorsed thereon a Guarantee executed by each Guarantor. On or after the Exchange Date, such temporary global Security shall be surrendered by the Common Depositary to either Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and either Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor and evidencing the same indebtedness as the portion of such temporary global Security to be exchanged. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and evidencing the same indebtedness following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his or her behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustees and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States and Canada. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche of like tenor and evidencing the same indebtedness authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustees of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor authenticated and evidencing the same indebtedness on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustees or either of them no later than one month prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Issuer in accordance with Section 1003. SECTION 305 Registration, Registration of Transfer and Exchange. Except as otherwise provided in accordance with Section 301(9) or this Section 305, the Issuer shall cause to be kept at the Corporate Trust Office of the U.S. Trustee a register for each series of Securities issued by the Issuer (the registers maintained in the Corporate Trust Office of the U.S. Trustee and in any other office or agency of the Issuer in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustees. The U.S. Trustee is hereby initially appointed as security registrar (the “Security Registrar”) for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. The Issuer shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided, however, that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Registered Securities shall have been appointed by the Issuer and shall have accepted such appointment by the Issuer. In the event that the U.S. Trustee shall not be or shall cease to be the Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities. Upon surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Issuer shall execute, and either Trustee shall authenticate and deliver, in the name of the designated transferee, one or more replacement Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and evidencing the same indebtedness and having endorsed thereon a Guarantee executed by each Guarantor. At the option of the Holder, Registered Securities of any series may be exchanged for other replacement Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor and evidencing the same indebtedness, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Issuer shall execute, and either Trustee shall authenticate and deliver, the Registered Securities and having endorsed thereon a Guarantee executed by each Guarantor, which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officer’s Certificate, or in any indenture supplemental hereto, delivered hereunder.as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Issuer in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Issuer and either Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and either Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive and having endorsed thereon a Guarantee executed by each Guarantor. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph and the two following paragraphs. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Issuer shall deliver to the U.S. Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in

Temporary Securities. Pending the preparation of a permanent Global Security or definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order compliance with Section 3.03, the Trustee shall authenticate and deliverdeliver and, if such Securities are of a Guaranteed Series, the Guarantor shall endorse a Parent Guarantee thereon, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers Authorized Officers executing such Securities and coupons may determine, as evidenced by their execution of such Securities; providedSecurities and coupons. In the case of Securities of any series, howeversuch temporary securities may be in global form, that representing all or a portion of the Outstanding Securities of such series. If temporary Securities need not recite specific redemptionof any series are issued, sinking fundthe Company will cause definitive Securities with, conversion or exchange provisionsif such Securities are of a Guaranteed Series, Parent Guarantees endorsed thereon by the Guarantor of that series to be prepared without unreasonable delay. Unless Except as otherwise specified as contemplated by Section 301 3.01 with respect to the a series of Securities of any seriesissuable as Bearer Securities, or any Tranche thereof, (i) after the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche with, if such series is a Guaranteed Series, Parent Guarantees endorsed thereon upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securities. Upon such series and (ii) upon surrender for cancellation of any one or more temporary Securities for such exchangeof any series accompanied by any unmatured coupons appertaining thereto, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor and, if such series is a Guaranteed Series, the Guarantor shall endorse a Parent Guarantee thereon a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Security unless the Company and aggregate principal amountthe Guarantor, or their respective agents, shall have received from the person entitled to receive the definitive Bearer Security a certificate or certificates addressing such matters as may be reasonably requested by the Company, the Guarantor or the Trustee and in a form reasonably satisfactory to the Company, the Guarantor and the Trustee; provided further, that delivery of a Bearer Security shall occur only outside the United States; provided further, that neither a beneficial interest in a permanent Global Security in bearer form nor a definitive Bearer Security will be issued if the Company or the Guarantor has reason to know that any such certificate is false. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series except as otherwise specified as contemplated by Section 3.01 with respect to the same series payment of interest on Securities in temporary form. Such exchanges shall be made by the Company at its expense and Tranche and of like tenor authenticated and delivered hereunderwithout any charge therefor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company and the Guarantors may executeexecute and, and upon Company Order Order, the Trustee shall authenticate and deliver, deliver temporary Securities with Senior Subordinated Guarantees endorsed thereon of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor and form, with or without interest coupons, of the definitive Securities with Senior Subordinated Guarantees endorsed thereon in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and such Senior Subordinated Guarantees may determine, as conclusively evidenced by their execution of such Securities; providedSecurities and interest coupons, howeverif any, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisionsand such Senior Subordinated Guarantees. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be Global Securities, representing all or any Tranche a portion of the Outstanding Securities of such series. Except in the case of temporary Global Securities, each of which shall be exchanged in accordance with the provisions thereof, after if temporary Securities of any series are issued, the Company and the Guarantors will cause definitive Securities with Senior Subordinated Guarantees endorsed thereon of such series to be prepared without unreasonable delay. After preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 9.2 in a Place of Payment for such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series (accompanied by any unmatured interest coupons appertaining thereto), the Company shall, except as aforesaid, and the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities with Senior Subordinated Guarantees endorsed thereon of the same series and Tranche of authorized denominations and of like tenor tenor; provided, however, that no definitive Bearer Security shall be delivered in -------- ------- exchange for a temporary Registered Security; and aggregate principal amountprovided further, that no -------- ------- definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless such delivery shall occur outside the United States. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereunderexcept as otherwise specified as contemplated by Section 3.1.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereofSeries, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed typewritten or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, or such temporary Securities may be in the form of Global Securities. If temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of like tenor of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountof any authorized denominations. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided at the Corporate Trust Office. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company in any Place of Payment for such series, the Company shall execute and the Trustee shall authenticate and deliver (in the name of the designated transferee or transferees) one or more new Securities of the same series and Tranche series, of any authorized denominations and of a like aggregate principal amount and tenor authenticated and delivered hereunderbearing a number not contemporaneously outstanding. 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 and tenor, upon surrender of the Securities to be exchanged at the office or agency of the Company in any Place of Payment for such series. 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Company may but shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the name of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in Clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such series, such Global Security may be exchanged for Securities not bearing the legend specified in Section 205 and registered in the names of such Persons as may be specified by the Depositary (including Persons other than the Depositary). Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shallshall execute and, except as aforesaidupon receipt of a Company Order, execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers any officer executing such Securities may determine, as evidenced by their such officer’s execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the If temporary Securities of any seriesseries or Tranche are issued, the Company shall cause definitive Securities of such series or any Tranche thereof, after to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche Tranche, upon surrender of such the temporary Securities of such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 702 in a Place of Payment for such Securitiesseries or Tranche, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series or Tranche, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche or Tranche, of authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept in one of the offices or agencies designated pursuant to Section 702, with respect to the Securities of each series or any Tranche thereof, a register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities of such series or Tranche and the registration of transfer thereof. The Company shall designate one Person to maintain the Security Register for the Securities of each series, and such Person is referred to herein, with respect to such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices or an office of any Affiliate as an office in which the Security Register with respect to the Securities of one or more series, or any Tranche or Tranches thereof, shall be maintained, and the Company may designate itself or any Affiliate as the Security Registrar with respect to one or more of such series. The Security Register shall be open for inspection by the Trustee and the Company at all reasonable times.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and having endorsed thereon the Subsidiary Guarantees substantially of the tenor of the definitive Subsidiary Guarantees in lieu of which they are issued duly executed by the Subsidiary Guarantors and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and having endorsed thereon Subsidiary Guarantees of the same tenor executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, notations of Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and notations of Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company fails to appoint a successor Depositary within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Depositary shall have notified the Trustee of its decision to exchange such Global Security for Securities in certificated form, (C) subject to the rules of the Depositary, the Company shall have elected to terminate the book-entry system through the Depositary or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and Tranche of like tenor and principal amount and bearing a number not contemporaneously outstanding and, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless from any loss that any of them may suffer if a Security is replaced, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor authenticated and delivered principal amount and bearing a number not contemporaneously outstanding, and if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable or is to be converted, the Company in its discretion may, instead of issuing a new Security, pay or authorize the conversion of such Security (without surrender thereof save in the case of a mutilated Security). Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement, payment or conversion of mutilated, destroyed, lost or stolen Securities.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Tranchethat series, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and tenor. Until exchanged in full as hereinabove hereinafter provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among depositary participants or beneficial owners of interests in any certificated Security or global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any agent shall have any responsibility for any actions taken or not taken by the depositary.

Temporary Securities. Pending the preparation of a permanent Global Security or definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order compliance with Section 3.03, the Trustee shall authenticate and deliverdeliver (and, if such Securities are of a Guaranteed Series, the Guarantor shall endorse a Parent Guarantee thereon), temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and coupons may determine, as evidenced by their execution of such Securities; providedSecurities and coupons. In the case of Securities of any series, howeversuch temporary securities may be in global form, that representing all or a portion of the Outstanding Securities of such series. If temporary Securities need not recite specific redemptionof any series are issued, sinking fundthe Company will cause definitive Securities (with, conversion or exchange provisionsif such Securities are of a Guaranteed Series, Parent Guarantees endorsed thereon by the Guarantor) of that series to be prepared without unreasonable delay. Unless Except as otherwise specified as contemplated by Section 301 3.01 with respect to the a series of Securities of any seriesissuable as Bearer Securities, or any Tranche thereof, (i) after the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche (with, if such series is a Guaranteed Series, Parent Guarantees endorsed thereon) upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securities. Upon such series and (ii) upon surrender for cancellation of any one or more temporary Securities for such exchangeof any series (accompanied by any unmatured coupons appertaining thereto), the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor (and, if such series is a Guaranteed Series, the Guarantor shall endorse a Parent Guarantee thereon) a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor tenor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Security unless the Company and aggregate principal amountthe Guarantor, or their respective agents, shall have received from the person entitled to receive the definitive Bearer Security a certificate or certificates addressing such matters as may be reasonably requested by the Company, the Guarantor or the Trustee and in a form reasonably satisfactory to the Company, the Guarantor and the Trustee; provided further that delivery of a Bearer Security shall occur only outside the United States; provided further that neither a beneficial interest in a permanent Global Security in bearer form nor a definitive Bearer Security will be issued if the Company or the Guarantor has reason to know that any such certificate is false. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture indenture as definitive Securities of such series except as otherwise specified as contemplated by Section 3.01 with respect to the same series payment of interest on Securities in temporary form. Such exchanges shall be made by the Company at its expense and Tranche and of like tenor authenticated and delivered hereunderwithout any charge therefor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 3.5 below), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the "Common Depositary") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 3.5); if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more 29 37 temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the "COMMON DEPOSITARY") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon receipt of the documents required by Section 303, together with a Company Order Order, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Definitive Securities of like series in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause Definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place 1002 for the purpose of Payment for exchanges of Securities of such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive one or more Definitive Securities of the same series and Tranche series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Definitive Securities of such series and tenor. Section 305. Registration, Registration of Transfer and Exchange The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Company shall, prior to the issuance of any Securities hereunder, appoint the Trustee as the initial “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security Register shall be available for inspection by the Trustee. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained pursuant to Section 1002 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 Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. Neither the Trustee nor the Company shall be required (1) to issue, register the transfer of or exchange Securities of any series (or of any series and Tranche specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of like tenor business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provision in this Indenture and except as otherwise specified as contemplated by Section 301, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, except as provided in this paragraph. Every Security authenticated and delivered hereunderupon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Security Registrar has received a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such series (in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines in its sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons as such Depositary shall direct.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until so exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. Section 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept in the office or agency of the Company in the Borough of Manhattan, the City of New York required by Section 1002 a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series and Tranche tenor, of any authorized denominations and of a like tenor aggregate principal amount. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series and tenor, 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at, the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provisions of this Indenture and except as otherwise specified with respect to any particular series of Securities as contemplated by Section 301, a Global Security representing all or a portion of the Securities of a series may not be transferred, except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. The Trustee and the Company shall treat the Depositary or its nominee as the Holder of Global Securities for all purposes hereof. Every Security authenticated and delivered hereunderupon registration or transfer of or in exchange for or in lieu of, a Global Security shall be a Global Security except as provided in the two paragraphs immediately following. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible to continue as Depositary under Section 101 or ceases to be a clearing agency registered under the Exchange Act, the Company shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 301 that such Securities be represented by one or more Global Securities shall no longer be effective and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of the definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of Securities in definitive registered form, shall authenticate and deliver, without service charge, (1) to the Person specified by such Depositary a new Security or Securities of the same series and term, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (2) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (1) above. Every Person who takes or holds any beneficial interest in a Global Security agrees that: (a) the Company and the Trustee may deal with the Depositary as sole owner of the Global Security and as the authorized representative of such Person; (b) such Person's rights in the Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreement between such Person and the Depositary and/or direct and indirect participants of the Depositary; (c) the Depositary and its participants make book-entry transfers of beneficial ownership among, and receive and transmit distributions of principal and interest on the Global Securities to, such Persons in accordance with their own procedures; and (d) none of the Company, the Guarantor, the Trustee nor any agent of the Company, the Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company and the Guarantors may executeexecute and, and upon Company Order Order, the Trustee shall authenticate and deliver, deliver temporary Securities with Senior Guarantees endorsed thereon of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor and form, with or without interest coupons, of the definitive Securities with Senior Guarantees endorsed thereon in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and such Senior Guarantees may determine, as conclusively evidenced by their execution of such Securities; providedSecurities and interest coupons, howeverif any, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisionsand such Senior Guarantees. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or any Tranche a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form, each of which shall be exchanged in accordance with the provisions thereof, after if temporary Securities of any series are issued, the Company and the Guarantors will cause definitive Securities with Senior Guarantees endorsed thereon of such series to be prepared without unreasonable delay. After preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 9.2 in a Place of Payment for such Securitiesseries, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series (accompanied by any unmatured interest coupons appertaining thereto), the Company shall, except as aforesaid, and the Guarantors shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.with

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities having endorsed thereon the text of the Guarantees which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, having endorsed thereon the text of the Guarantees. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.. Section 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of such Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" or "Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Subject to Section 306, upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, each such Security having endorsed thereon the text of the Guarantees, 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. 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantor evidencing the same debt (subject to the provisions, if any, regarding payment of Special Interest) and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange 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. In the event that the Company delivers to the Trustee a copy of an Officer's Certificate certifying that a registration statement under the Securities Act with respect to the Exchange Offer relating to a particular series of Securities, if any such Exchange Offer is contemplated for such series, has been declared effective by the Commission and that the Company has offered Exchange Securities of such series to the Holders in accordance with the Exchange Offer, the Trustee shall exchange, with delivery by a Holder permitted under applicable law and regulation to participate in such Exchange Offer of the Securities to be exchanged and such other documents as may be required pursuant to a Registration Rights Agreement, such Holder's Securities for Exchange Securities upon the terms set forth in the Exchange Offer, provided that the Company has delivered such Exchange Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Securities. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, notations of Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and notations of Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon the notations of Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon 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 and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company fails to appoint a successor Depositary within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Depositary shall have notified the Trustee of its decision to exchange such Global Security for Securities in certificated form, (C) subject to the rules of the Depositary, the Company shall have elected to terminate the book-entry system through the Depositary or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered hereunderupon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon execute a Company Order and, upon receipt thereof, the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers proper Officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 3.05), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the “Common Depositary”) for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon receipt of a Company Order (together with all applicable Officers’ Certificates and Opinions of Counsel), the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee Trustee, upon receipt of a Company Order, shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series and the Guarantees endorsed thereon shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche tenor and of like tenor authenticated and delivered hereunderthe Guarantees endorsed thereon.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially substan- tially of the tenor of the definitive Securities in lieu of which they are issued, issued and having endorsed thereon the Subsidiary Guarantees substantially of the tenor of the definitive Subsidiary Guarantees in lieu of which they are issued duly executed by the Subsidiary Guarantors and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and having endorsed thereon Subsidiary Guarantees of the same tenor executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and, if applicable, having endorsed thereon the Subsidiary Guarantees in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and, if applicable, Subsidiary Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that Securities and Subsidiary Guarantees. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amountamount and, if applicable, having endorsed thereon Subsidiary Guarantees executed by the Subsidiary Guarantors. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company fails to appoint a successor Depositary within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security and the Depositary shall have notified the Trustee of its decision to exchange such Global Security for Securities in certificated form or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and Tranche of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless from any loss that any of them may suffer if a Security is replaced, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor authenticated and delivered principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable or is to be converted, the Company in its discretion may, instead of issuing a new Security, pay or authorize the conversion of such Security (without surrender thereof save in the case of a mutilated Security). Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, and, if applicable, the Subsidiary Guarantees endorsed thereon, shall constitute an original additional contractual obligation of the Company and, if applicable, the respective Subsidiary Guarantors, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement, payment or conversion of mutilated, destroyed, lost or stolen Securities.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. DUKE ENERGY FIELD SERVICES, LLC SUBORDINATED INDENTURE - 27 - Section 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1106 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. DUKE ENERGY FIELD SERVICES, LLC SUBORDINATED INDENTURE - 28 - The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security and a successor Depositary has not been appointed by the Company within 90 days of receipt by the Company of such notification, (B) if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Company within 90 days after it became aware of such cessation, or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Notwithstanding the foregoing, the Company may at any time in its sole discretion determine that Securities issued in the form of a Global Security shall no longer be represented in whole or in part by such Global Security, and the Trustee, upon receipt of a Company Order therefor, shall authenticate and deliver definitive Securities in exchange in whole or in part for such Global Security. (3) Subject to Clause (2) above, any exchange or transfer of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered hereunderupon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1106 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. Section 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, 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. 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and Tranche of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like 38 tenor authenticated and delivered principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order [if applicable, insert — and, if any Guarantees by a Guarantor are so to be endorsed on such Securities, a Guarantor Order of such Guarantor], the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities [if applicable, insert — or Guarantees, respectively,] may determine, as evidenced by their execution of such Securities; providedSecurities [if applicable, howeverinsert — or Guarantees, that respectively]. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall[if applicable, except as aforesaidinsert — , and if applicable, the Guarantors] shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which may have endorsed thereon Guarantees duly executed by the Guarantor, which are printed, lithographed, typewritten, mimeographed reproduced or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers Officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series are issued, the Company will cause definitive Securities of that series, or any Tranche thereofwhich may have endorsed thereon a Guarantee duly executed by the Guarantor, after to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche series, having endorsed thereon a Guarantee duly executed by the Guarantor, upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, which may have endorsed thereon a Guarantee duly executed by the Guarantor, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issuedissued and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable, substantially of the tenor of the definitive Guarantees, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the officers executing such Securities Securities, Guarantees or coupons may determine, as conclusively evidenced by their execution of such Securities; provided, howeverGuarantees or coupons, that as the case may be. Such temporary Securities need not recite specific redemptionmay be in global form. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the if temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series (accompanied by any unmatured coupons appertaining thereto), the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of like tenor of authorized denominations having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security and having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable, executed by the Company. On or after the Exchange Date such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and aggregate principal amountthe Subsidiary Guarantors, as applicable. The definitive Securities to be delivered in exchange for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary global Security, the interest of a beneficial owner of Securities of a series in a temporary global Security shall be exchanged for definitive Securities of the same series and of like tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary global Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Security on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee or the applicable Paying Agent of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor and the Subsidiary Guarantors, as applicable, on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Security will be made unless and until such interest in such temporary global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee or the applicable Paying Agent immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with (but otherwise subject to) Section 1003.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determinedeter mine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, or any Tranche thereof, after such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series or Tranche. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 305), if temporary Securities of any series, or any Tranche thereof, are issued, the Company will cause definitive Securities of that series or Tranche thereof to be prepared without unreasonable delay. After the preparation of definitive Securities of such series series, or Trancheany Tranche thereof, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche thereof upon surrender of such the temporary Securities of such series or Tranche thereof at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series or Tranche without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, or any Tranche thereof, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and series, or Tranche thereof, of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series, or any Tranche thereof, shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and such series, or any Tranche and of like tenor authenticated and delivered hereunderthereof.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company relevant Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and deliver, temporary Securities which may have endorsed thereon or appended thereto Guarantees duly executed by the Guarantor, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, the relevant Issuer will cause definitive Securities, which may have endorsed thereon or any Tranche thereofappended thereto Guarantees duly executed by the Guarantor, after to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series series, having endorsed thereon or Tranche appended thereto the Guarantees duly executed by the Guarantor, upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 relevant Issuer in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, relevant Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, which may have endorsed thereon or appended thereto Guarantees duly executed by the Guarantor, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereofthe Issuer may execute temporary Securities, and the Company may execute, as applicable, the notation of the Guarantee pursuant to Article Fourteen of the Guarantee annexed to or endorsed on, and upon Company Order compliance with Section 303 the Trustee shall authenticate and deliver, such temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers Directors or Authorized Officers executing such Securities or Guarantee or notations of the Guarantee pursuant to Article Fourteen, as applicable, may determine, as evidenced by their execution of such Securities; providedSecurities or Guarantee or notations, however, that as the case may be. If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 such Issuer in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Issuer shall execute, and the Company shallshall execute, except as aforesaidapplicable, execute the notation of the Guarantee pursuant to Article Fourteen or the Guarantee annexed to or endorsed on, and the Trustee shall authenticate and deliver in exchange therefor therefor, one or more definitive Securities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denominationdenom-ination, substantially substan-tially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers Directors and/or Authorized Offi-cers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that . If temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any seriesseries are issued, or any Tranche thereof, after the preparation Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the prep-aration of definitive Securities of such series, the tem-porary Securities of such series or Tranche, shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, with-out charge to the Holder. Upon such surrender for cancella-tion of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series and Tranche series, of any authorized denominations denom-inations and of like tenor and aggregate principal amount. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. Section 305. Registration, Registration of Transfer and Exchange The Company shall cause to be kept at the Corpo-rate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the desig-nated transferee or transferees, one or more new Secur-ities of the same series and Tranche series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomi-nations and of like tenor and aggre-gate principal amount, upon sur-render of the Securities to be exchanged at such office or agency. Whenever any Securi-ties are so sur-rendered 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. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obli-gations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for regis-tration 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 Security Registrar duly executed, by the Holder thereof or his attorney duly autho-rized in writing. No service charge shall be made for any registra-tion 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 connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer, and any other expenses connected therewith. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemp-tion of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities: Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company in its sole discretion shall have notified the Depositary that the Global Securities shall be exchanged for such Securities or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. Every Security authenticated and delivered hereunderupon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Except for the exchange rights provided in Clause (2) above, owners of beneficial interests in a Global Security held on their behalf by a Depositary shall not be entitled to receive physical delivery of Securities in definitive form, shall not be considered the Holders thereof for any purpose under this Indenture and shall have no rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Company, the Trustee and any agent of any of them as the Holder and owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, the Depositary for any Global Security may grant proxies and otherwise authorize any person, including the beneficial owners of interests in such Global Security, to take any action which a Holder is entitled to take under this Indenture with respect to such Global Security.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are typewritten, printed, lithographed, typewritten, mimeographed engraved or otherwise producedproduced by any combination of these methods, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issuedissued and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable, substantially of the tenor of the definitive Note Guarantees, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Note Guarantees may determine, as evidenced by their execution of such Securities; providedSecurities or Note Guarantees, however, that as the case may be. Such temporary Securities need may be in global form. Except in the case of temporary Securities in global form that are not recite specific redemptionissued as Book-Entry Securities as provided in Section 304 (which shall be exchanged in accordance with the provisions of the following paragraphs), sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the if temporary Securities of any seriesseries are issued, or any Tranche thereof, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series (accompanied by any unmatured coupons appertaining thereto), the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations having, if applicable, endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable; provided, however, that no Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form (other than Securities issued as Book-Entry Securities as provided in Section 304), any such temporary Global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the Beneficial Owners of such Securities (or to such other accounts as they may direct). Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary Global Security that is not issued as a Book-Entry Security as provided in Section 304 (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary Global Security and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable, executed by the Company. On or after the Exchange Date such temporary Global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary Global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary Global Security to be exchanged and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable. The definitive Securities to be delivered in exchange for any such temporary Global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the Beneficial Owner thereof; provided, however, that, unless otherwise specified in such temporary Global Security, upon such presentation by the Common Depositary, such temporary Global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary Global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary Global Security held for its account then to be exchanged, each in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that Bearer Securities shall be delivered in exchange for a portion of a temporary Global Security only in compliance with the requirements of Section 303. Unless otherwise specified in such temporary Global Security that is not issued as a Book-Entry Security as provided in Section 304, the interest of a Beneficial Owner of Securities of a series in a temporary Global Security shall be exchanged for definitive Securities of the same series and Tranche of authorized denominations and of like tenor and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable, following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and aggregate principal amountdelivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Securities and each Paying Agent. Unless otherwise specified in such temporary Global Security, any such exchange shall be made free of charge to the Beneficial Owners of such temporary Global Security, except that a Person receiving definitive Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Securities in person at the offices of Euroclear or Clearstream. Bearer Securities in bearer form to be delivered in exchange for any portion of a temporary Global Security shall be delivered only outside the United States. Until exchanged in full as hereinabove provided, the temporary Securities of any series, including temporary Global Securities (whether or not issued as Book-Entry Securities as provided in Section 304), shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary Global Security (other than Securities issued as Book-Entry Securities as provided in Section 304) on an Interest Payment Date for Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit B-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the Beneficial Owners of such temporary Global Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior to such Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such other form as may be established pursuant to Section 301). Notwithstanding anything to the contrary herein contained, the certifications made pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the Beneficial Owners of the temporary Global Security with respect to which such certification was made will be exchanged for definitive Securities of the same series and of like tenor and, if applicable, having endorsed thereon Note Guarantees duly executed by the Guarantors, as applicable, on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such Beneficial Owners. Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary Global Security will be made unless and until such interest in such temporary Global Security shall have been exchanged for an interest in a definitive Security. Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereofand Senior Subordinated Guarantees, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities with temporary Senior Subordinated Guarantees endorsed thereon, which Securities and Senior Subordinated Guarantees are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and Senior Subordinated Guarantees, respectively, in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities and Senior Subordinated Guarantees may determine, as evidenced by their execution of such Securities; provided, however, that thereof. If temporary Securities need not recite specific redemptionare issued, sinking fund, conversion or exchange provisionsthe Company will cause definitive Securities and Senior Subordinated Guarantees to be prepared without unreasonable delay. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after After the preparation of definitive Securities of such series or Trancheand Senior Subordinated Guarantees, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche with definitive Senior Subordinated Guarantees endorsed thereon, upon surrender of such the temporary Securities at the any office or agency of the Company maintained designated pursuant to Section 602 in a Place of Payment for such Securities1002, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounthaving endorsed thereon definitive Senior Subordinated Guarantees executed by the Guarantors. Until so exchanged in full as hereinabove provided, the temporary Securities and Senior Subordinated Guarantees shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and Tranche and of like tenor authenticated and delivered hereunderSenior Subordinated Guarantees, respectively.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereofSecurities, the Company may execute, and upon Company an Authentication Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, . Temporary Securities shall be substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities; provided, however, that and as may be reasonably acceptable to the Trustee. If temporary Securities need not recite specific redemptionare issued, sinking fund, conversion or exchange provisionsthe Company will cause definitive Securities to be prepared without unreasonable delay. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after After the preparation of definitive Securities of such series or TrancheSecurities, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities at the office or agency of the Company maintained designated for such purpose pursuant to Section 602 in a Place of Payment for such Securities1002, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeSecurities, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amountdenominations. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities and Holders of the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities and Holders of Definitive Securities. SECTION 305. Note Registrar and Paying Agent, Registration of Transfer and Exchange. The Company will maintain an office or agency, as provided in Section 1002, where Securities may be presented for registration of transfer or for exchange and where Securities may be presented for payment. The Trustee is hereby initially appointed as security registrar (the Trustee in such capacity, together with any successor of the same series Trustee in such capacity, the "Note Registrar") for the purpose of registering Securities and Tranche transfers of Securities as herein provided and the Trustee is hereby appointed as paying agent (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the "Paying Agent") for the purpose of making payment on the Securities and the Trustee is hereby appointed to act as Custodian with respect to the Global Notes. The Note Registrar will keep a register of the Securities and of like tenor authenticated their transfer and delivered hereunderexchange (the "Note Register"). The Note Register shall be in written form in the English language or in any other form including computerized records, capable of being converted into such form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee.

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of Section 3.5 below), if temporary Securities of any Tranche thereofseries are issued, after the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided in this Indenture, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary or common depositary (the "Common Depositary") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, the Company Issuer may execute, and upon Company Issuer Order the Trustee shall authenticate and delivermake available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to In the case of Securities of any series, such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions in Section 3.05), if temporary Securities of any Tranche thereofseries are issued, after the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series or Trancheseries, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche upon surrender of such the temporary Securities of such series at the office or agency of the Company maintained pursuant to Section 602 Issuer in a Place of Payment for such Securitiesthat series, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchangeof any series, the Company shall, except as aforesaid, Issuer shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor a like principal amount of definitive Securities of the same series and Tranche of authorized denominations and of like tenor and aggregate principal amounttenor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. If temporary Securities of any series are issued in global form, any such temporary Global Security shall, unless otherwise provided therein, be delivered to the same series and Tranche and office of like tenor authenticated and delivered hereundera depositary of common depositary (the "Common Depositary") for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Temporary Securities. Pending Until definitive Securities of any series are ready for delivery, the Company may prepare, and the Trustee shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially in the form of definitive Securities of such series, having endorsed thereon Guarantees duly executed by the Guarantor substantially in the form of definitive Guarantees, but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers executing the temporary Securities and Guarantees, as evidenced by their execution of such temporary Securities and Guarantees. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without charge to the Holder thereof, exchangeable for definitive Securities of such series or Tranche and tenor, each such Security having endorsed thereon a Guarantee duly executed by the Guarantor, upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment designated for such Securitiespurpose, without charge to the Holder. Upon such surrender for cancellation of any one or more temporary Securities for such exchange, of any series the Company shalland the Guarantor shall execute, except as aforesaid, execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same such series and Tranche of authorized denominations and of like tenor and aggregate principal amountauthorized denominations, each such Security having endorsed thereon a Guarantee duly executed by the Guarantor. Until exchanged in full as hereinabove providedso exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same such series and Tranche and of like tenor authenticated and delivered hereundertenor.