Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. When Securities of a Series are presented As provided in the Indenture and subject to the Registrar with a request to register certain limitations therein set forth, the transfer thereof, of this Security is registrable in the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesSecurity Register, upon surrender of any this Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, of the Company shall execute in any place where the principal of and the Trustee shall authenticate Securities at the Registrar’s request. If Securities any premium and interest on this Security are issued as Global Securitiespayable, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or a co-registrar, duly executed by by, the Holder thereof hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Any exchange or transfer As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be without chargemade for any such registration of transfer or exchange, except that but the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be imposed in relation overdue, and neither the Company, the Guarantors, the Trustee nor any such agent shall be affected by notice to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partcontrary.

Transfer and Exchange. When Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01, when Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof those Securities or to exchange those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers requested if its requirements and exchangesthe requirements of this Indenture for those transactions are met; provided, upon surrender of any Security however, that the Securities presented or surrendered for registration of transfer at or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the office Registrar duly executed by the Holder thereof or agency maintained pursuant to Section 2.4by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If 's written request and submission of the Securities are issued as (other than Global Securities, the provisions of Section 2.15 ). No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable on exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.42.4 hereof, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrarRegistrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrarRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.58.5 hereof. The Trustee shall not be required to register transfers of Securities of any Series, Series or to exchange Securities of any Series, Series for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for such transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange To permit registrations of transfers and exchanges, the Issuers shall execute Securities (and if applicable, each Subsidiary Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or transfer Global Securities. No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company Issuers may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate such Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Issuers shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When Securities of a Series Debentures are presented to the Registrar or a co-Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request or to exchange them for an equal principal amount of other authorized denominations of Securities Debentures of the same Seriesseries of other authorized denominations, the Registrar shall register the transfer or make the exchange as requestedrequested if its reasonable requirements for such transactions are met. To permit transfers registrations of transfer and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities Debentures, all at the Registrar’s 's request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Debenture presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrarRegistrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any The Company shall not require payment of a service charge for any registration of transfer or exchange or transfer shall be without chargeof Debentures, except that but the Company may require payment by the Holder of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation to a connection with the registration of the transfer or exchange, but this provision shall not apply to exchange of Debentures from the Debentureholder requesting such transfer or exchange (other than any exchange pursuant to Section 2.11, 3.6 or 8.5of a temporary Debenture for a definitive Debenture not involving any change in ownership). The Trustee Company shall not be required to register make, and the Registrar need not register, transfers or exchanges of Securities of (a) any Series, or to exchange Securities of any Series, Debenture for a period beginning at the opening of business 15 days before the record date for selection for mailing of a notice of redemption of Debentures and ending at the close of business on the day of such Securities. The Trustee shall not be required to exchange mailing or register transfers of Securities of (b) any Series Debenture selected, called or being called for redemption redemption, except, in whole or the case of any Debenture to be redeemed in part, except the unredeemed portion of such Security being redeemed in partthereof not to be redeemed.

Transfer and Exchange. When Securities of a Series are presented The Trustee shall cause to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer be kept at the office or agency to be maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, by it in accordance with the provisions of Section 2.15 7.12 a register (the “Register”) for each series of Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall applyprovide for the registration of Certificates of such series and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the “Registrar”) for the purpose of registering such Certificates of each series and transfers and exchanges of such Certificates as herein provided. All Securities Certificates issued upon any registration of transfer or exchange of Securities Certificates of any series shall be the valid obligations of the Companyapplicable Trust, evidencing the same debtinterest therein, and entitled to the same benefits under this IndentureAgreement, as the Securities Certificates of such series surrendered upon such registration of transfer or exchange. Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such other office or agency, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of like series, in authorized denominations of a like aggregate Fractional Undivided Interest. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of like series, in authorized denominations and of a like aggregate Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Trustee and the Registrar or a co-registrar, duly executed by the Holder Certificateholder thereof or his its attorney duly authorized in writing. Any exchange or transfer No service charge shall be without chargemade to a Certificateholder for any registration of transfer or exchange of Certificates, except that but the Company may Trustee shall require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a connection with any transfer or exchange, but this provision exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before cancelled and subsequently destroyed by the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partTrustee.

Transfer and Exchange. When Securities of a Series are presented The Trustee shall cause to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer be kept at the office or agency to be maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, by it in accordance with the provisions of Section 2.15 7.12 a register (the “Register”) for each series of Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall applyprovide for the registration of Certificates of such series and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the “Registrar”) for the purpose of registering such Certificates of each series and transfers and exchanges of such Certificates as herein provided. All Securities Certificates issued upon any registration of transfer or exchange of Securities Certificates of any series shall be the valid obligations of the Companyapplicable Trust, evidencing the same debtinterest therein, and entitled to the same benefits under this IndentureAgreement, as the Securities Certificates of such series surrendered upon such registration of transfer or exchange. Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such other office or agency, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of like series, in authorized denominations of a like aggregate Fractional Undivided Interest. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of like series, in authorized denominations and of a like aggregate Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Trustee and the Registrar or a co-registrar, duly executed by the Holder Certificateholder thereof or his its attorney duly authorized in writing. Any exchange or transfer Except to the extent otherwise provided in the applicable Trust Supplement, no service charge shall be without chargemade to a Certificateholder for any registration of transfer or exchange of Certificates, except that but the Company may Trustee shall require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a connection with any transfer or exchange, but this provision exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before cancelled and subsequently destroyed by the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partTrustee.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers requested if its requirements and exchangesthe requirements of this Indenture for such transactions are met; provided, upon surrender of any Security however, that the Securities presented or surrendered for registration of transfer at or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the office Registrar duly executed by the Holder thereof or agency maintained pursuant to Section 2.4by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Series are Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(1) of the Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. If The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities are issued as Global Securitiesselected for redemption (except, in the case of Securities to be redeemed in part, the provisions portion thereof not to be redeemed) or any Securities for a period of Section 2.15 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall applybe affected by notice to the contrary. All Securities issued upon any registration of transfer or exchange pursuant to the terms of Securities shall be the valid obligations of the Company, evidencing this Indenture will evidence the same debt, debt and will be entitled to the same benefits under this Indenture, 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 [ ] days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requestedrequested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, Partnership and the Company Guarantor shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If 's written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be (except as otherwise expressly permitted herein), but 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company Partnership may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Partnership shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When [This Security shall be exchangeable for Securities registered in the names of a Series are presented Persons other than the Depositary with respect to such series or its nominee only as provided in Section 311 of the Registrar with a request to register the transfer thereof, the Registrar Original Indenture. Securities so issued in exchange for this Security shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities be of the same Seriesseries, having the same interest rate, if any, and maturity and having the same terms as this Security, in authorized denominations and in the aggregate having the same principal amount as this Security and registered in such names as the Depositary for such Global Security shall direct.]* As provided in the Indenture and subject to certain limitations therein set forth, the Registrar shall make transfer of a Security of the exchange as requested. To permit transfers and exchangesseries of which this Security is a part is registrable in the Security Register, upon surrender of any this Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, of the Company shall execute in any place where the principal of (and the Trustee shall authenticate Securities at the Registrar’s request. If Securities premium, if any) and interest, if any, on this Security are issued as Global Securitiespayable, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or a co-registrar, duly executed by by, the Holder thereof hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Any exchange The Securities of this series are issuable only in registered form without coupons in minimum denominations of $1,000 or transfer any integral multiple of $1,000 over such minimum denomination. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be without chargemade for any such registration of transfer or exchange, except that but the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be imposed in relation overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partcontrary.

Transfer and Exchange. When Securities Subject to Section 2.15 and, if applicable, the provisions of a Series Appendix A, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations of Securities of the same Seriesdenominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requestedrequested if its requirements and any applicable requirements under Appendix A for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit transfers The Company, the Registrar, any co-Registrar and exchanges, upon surrender the Trustee may require a Holder to furnish such endorsements and transfer documents as any of any Security for them may reasonably request in connection with the registration of transfer or exchange of Notes, in addition to any documents that otherwise are required or may be required as provided in this Indenture (including Exhibit A hereto). A Note may not be transferred or exchanged unless such Note shall have been surrendered at the an office or agency maintained pursuant to Section 2.4by the Company for such purpose. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities and deliver Notes at the Registrar’s or co-Registrar’s request. If Securities are issued as Global SecuritiesNo service charge shall be imposed by the Company, the provisions Trustee or any Registrar, Paying Agent or co-Registrar for any registration of transfer or exchange (other than pursuant to Section 2.15 shall apply2.08), but the Company, the Registrar or any co-Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. All Securities Notes issued upon any registration of transfer or exchange of Securities other Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security presented or surrendered To the fullest extent permitted by applicable law, prior to the due presentment of any Note for registration of transfer or exchange, the Company, the Trustee and any Agent may deem and treat the Person in whose name such Note is registered as the absolute owner of such Note for exchange the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Company, the Trustee or any Agent shall (if so required be affected by notice to the Company or the contrary. The Registrar or a any co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers the transfer of Securities of or exchange any Series, or to exchange Securities of any Series, for Note (i) during a period beginning at the opening of business 15 days before the record date for selection for mailing (or, if not mailed, other transmittal) of a notice of redemption of Notes and ending at the close of business on the day of such Securities. The Trustee shall not be required to exchange mailing (or register transfers of Securities of any Series called or being called other transmittal), (ii) selected for redemption in whole or in partpart pursuant to Article 3, except the unredeemed portion of such Security any Note being redeemed in part, or (iii) tendered for repurchase pursuant to a Change of Control Offer and not validly withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Depositary for such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

Transfer and Exchange. When Securities of a Series are presented The Trustee shall cause to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer be kept at the office or agency to be maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, by it in accordance with the provisions of Section 2.15 7.12 a register (the "Register") for each series of Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall applyprovide for the registration of Certificates of such series and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the "Registrar") for the purpose of registering such Certificates of each series and transfers and exchanges of such Certificates as herein provided. All Securities Certificates issued upon any registration of transfer or exchange of Securities Certificates of any series shall be the valid obligations of the Companyapplicable Trust, evidencing the same debtinterest therein, and entitled to the same benefits under this IndentureAgreement, as the Securities Certificates of such series surrendered upon such registration of transfer or exchange. Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such other office or agency, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of like series, in authorized denominations of a like aggregate Fractional Undivided Interest. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of like series, in authorized denominations and of a like aggregate Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Trustee and the Registrar or a co-registrar, duly executed by the Holder Certificateholder thereof or his its attorney duly authorized in writing. Any exchange or transfer No service charge shall be without chargemade to a Certificateholder for any registration of transfer or exchange of Certificates, except that but the Company may Trustee shall require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a connection with any transfer or exchange, but this provision exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before cancelled and subsequently destroyed by the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partTrustee.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requestedrequested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company and the Guarantor shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members (as defined below) or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. When The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Series are Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law this Indenture and Section 8-401(1) of the Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-registrar’s request. If The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 3.06, 4.06, 4.08 and 9.04). The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities are issued as Global Securitiesselected for redemption (except, in the case of Securities to be redeemed in part, the provisions portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to Section 2.15 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent, the Registrar or any co-registrar shall applybe affected by notice to the contrary. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any registration of transfer or exchange pursuant to the terms of Securities this Indenture shall evidence the same debt and shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers requested if its requirements and exchangesthe requirements of this Indenture for such transactions are met; provided, upon surrender of any Security however, that the Securities presented or surrendered for registration of transfer at or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the office Registrar duly executed by the Holder thereof or agency maintained pursuant to Section 2.4by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If 's written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When The Securities of any series shall be transferable only upon the surrender of a Series are Security for registration of transfer. When a Security is presented to the Registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law this Indenture and any reasonable regulations prescribed by the Company or the Registrar are met, and when such . When Securities of a Series (other than Global Securities) are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s requestrequest one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. If Securities are issued as Global Securities, the provisions of Section 2.15 No service charge shall apply. All Securities issued upon be made for any registration of transfer or exchange of Securities shall be the valid obligations of the Companyexchange, 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any tax transfer tax, assessments, or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than any such transfer taxes, assessments or exchange, but this provision shall similar governmental charge payable upon exchange not apply to involving any exchange transfer pursuant to Section 2.11, 3.6 or 8.53.07). The Trustee Registrar shall not be required to register transfers the transfer of Securities or exchange of any Series, or to exchange Securities Security of any Series, a series for a period of beginning 15 days Business Days before the record mailing of a notice of redemption or of an offer to repurchase Securities of that series and ending at the close of business on the date for selection for redemption of such Securities. The Trustee shall not be required to exchange mailing, or register transfers for a period beginning 15 Business Days before an interest payment date and ending on the close of Securities business on such interest payment date, or of any Series called or being called Security selected for redemption in whole or in part, except the unredeemed portion of such any Security being redeemed in part. Except as otherwise provided or contemplated by Section 2.03 with respect to a series of Securities, prior to the due presentation for registration of transfer of any Security, the Company, the Trustee and any Agent may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of, and any premium and interest on, such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee or any Agent shall be affected by notice to the contrary. All Securities issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange.

Transfer and Exchange. When Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register the a transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request or to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall register the transfer or make the exchange as requestedif its requirements for such transactions are met. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge required by law; provided that this sentence shall not apply to any exchange pursuant to Section 2.11, 2.08, 3.06 or 9.06. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities are issued of any Series for the period beginning at the opening of business [ ] days immediately preceding the mailing of a notice of redemption of Securities of that Series 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 Securities of any Series selected, called or being called for redemption as Global Securitiesa whole or the portion being redeemed of any such Securities selected, the provisions of Section 2.15 shall applycalled or being called for redemption in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration Any Registrar appointed pursuant to Section 2.04 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or for exchange shall (if so required by the Company or the Registrar or of Securities. Each Holder of a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory Security agrees to indemnify the Company and the Registrar or a co-registrarTrustee against any liability that may result from the transfer, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder assignment of a sum sufficient to cover any tax or other governmental charge that may be imposed such Holder’s Security in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities violation of any Series, provision of this Indenture and/or applicable U.S. federal or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partstate securities law.

Transfer and Exchange. When Securities of (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Series are Security is presented to the a Registrar with a request to register the a transfer thereofthereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a transfer certificate, in the form included in Exhibit A attached hereto, and in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at the an office or agency maintained pursuant to Section 2.42.03, the Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate Securities of a like aggregate principal amount at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation to a transfer or exchangethereto, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.112.10, 3.6 Section 10.05, Article 3 or 8.5Article 4, in each case, not involving any transfer. The Neither the Company, any Registrar nor the Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities a transfer of any Series called Securities or being called for redemption portions thereof in whole or respect of which a Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, except the unredeemed portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such Security being redeemed in parttransfer or exchange.

Transfer and Exchange. When Securities of a Series are presented (a) Subject to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesSection 2.12 hereof, upon surrender of any Security for registration of transfer of any Securities, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency maintained of the Company designated as Registrar or co-registrar pursuant to Section 2.42.03, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s requestof any authorized denomination or denominations, of a like aggregate Principal Amount. If Securities are issued as Global Securities, the provisions of Section 2.15 The Company shall apply. All Securities issued upon not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange 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 from the Securityholder requesting such registration of transfer or exchange. Every Security presented At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or surrendered for registration denominations, of transfer or for exchange shall (if so required by a like aggregate Principal Amount, upon surrender of the Company or the Registrar or a co-registrar) Securities to be duly endorsedexchanged, or be accompanied by together with a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof Securityholder or his such Securityholder's attorney duly authorized in writing, at such office or agency. Any exchange or transfer Whenever any Securities are so surrendered for exchange, the Company shall be without chargeexecute, except and the Trustee shall authenticate and deliver, the Securities that the Company may require payment by Holder making the Holder of a sum sufficient exchange is entitled to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5receive. The Trustee Company shall not be required to register make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any SeriesSecurities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or to exchange any Securities of any Series, for a period of 15 days before the record date for selection for mailing of a notice of redemption of such Securities. The Trustee shall not Securities to be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partredeemed.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requestedrequested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, Partnership and the Company Subsidiary Guarantors shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be (except as otherwise expressly permitted herein), but 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company Partnership may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Partnership shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When At the option of the Holder thereof, Securities of any series (other than a Series are presented to the Registrar with Global Security, except as set forth below) may be exchanged for a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Security or Securities of a Series are presented to the Registrar with a request to exchange them for such series and tenor having authorized denominations and an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesaggregate Principal amount, upon surrender of any Security for registration of transfer such Securities to be exchanged at the office or agency of the Company that shall be maintained pursuant to for such purpose in accordance with Section 2.42.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securitiesand deliver, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or which the Holder making the exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and is entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchangereceive. Every Security presented or surrendered Upon surrender for registration of transfer or for exchange shall (if so required by of any Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the Registrar same series, of any authorized denominations and of like tenor and aggregate Principal amount. All Securities presented for registration of transfer, exchange, redemption or a co-registrar) payment shall be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar or a co-registrar, Trustee duly executed by by, the Holder thereof holder or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to connection with any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers registration of Securities transfer of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee No service charge shall not be required to exchange or register transfers made for any such transaction. Notwithstanding any other provision of Securities of any Series called or being called for redemption this Section 2.07, unless and until it is exchanged in whole or in partpart for Securities in definitive registered form, except the unredeemed 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. None of the Trustee or any Agent shall: (i) have any duty to monitor compliance with or with respect to any securities or tax laws (including but not limited to any U.S. federal or state or other securities or tax laws) or (ii) except as specifically provided herein, have any duty to obtain documentation on any transfers or exchanges of the Securities. If at any time the Depositary for any Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Global Securities. If a successor Depositary eligible under applicable law for such Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive non-global Securities of such series and tenor, will authenticate and deliver definitive non-global Securities of such series and tenor, in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Global Securities, in exchange for such Global Securities. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive non-global Securities of such series and tenor, will authenticate and deliver, definitive non-global Securities of such series and tenor in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Global Securities, in exchange for such Global Securities. Any time the Securities of any series are not in the form of Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of definitive non-global Securities without the legend required by Section 2.02 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture. If established by the Company pursuant to Section 2.03 with respect to any Global Security, the Depositary for such Global Security being redeemed may surrender such Global Security in part.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 shall authenticate and deliver, without service charge,

Transfer and Exchange. When Securities of a Series are Security is presented to the Registrar or a co-registrar with a request to register the transfer thereoftransfer, the Registrar or co-registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations of Securities of the same Seriesdenominations, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 requested provided that every Security presented or surrendered for registration of or transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney attorney-in-fact duly authorized in writing. Any exchange To permit registrations of transfers and exchanges, the Company shall issue and the Trustee or transfer any authenticating agent shall authenticate Securities at the Registrar's or co-registrar's request. No service charge shall be without charge, except that made for any registration of transfer or exchange of Securities but the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchangethereto, but this provision shall not apply to any exchange pursuant to Section 2.112.10, 3.6 3.06, 9.05 or 8.511.02 not involving any transfer. The Trustee Registrar shall not be required (i) to issue, register transfers of Securities of any Seriesthe transfer of, or to exchange Securities of any Series, for during a period beginning at the opening of business 15 days before the record date for day of any selection of Securities for redemption under Section 3.02 and ending at the close of such Securities. The Trustee shall not be required business on the day of selection, (ii) to register the transfer or exchange or register transfers of Securities of any Series called or being called Security so selected for redemption in whole or in part, except the unredeemed portion of such any Security being redeemed in part, or (iii) to register the transfer or exchange of any Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.02 and ending at the close of business on the day interest is to be paid on such Securities. The Company and the Registrar may refuse to register the transfer of any Security if, pursuant to Article V of the Company's Articles of Incorporation, as amended, the Board of Directors or its designee shall determine in good faith that the effect of the transfer, upon any subsequent conversion of that Security, would be to (i) jeopardize the continued qualification of the Company as a real estate investment trust under Section 856(a)(6) of the Code or (ii) result in one person becoming the beneficial owner of at least 9.9% in value or in number of the outstanding Capital Stock, whichever is more restrictive, of the Company. For the purpose of the preceding sentence, a person shall be considered to beneficially own shares of Capital Stock which are owned directly by such person (held of record by such person or such person's nominee or nominees) and owned indirectly by such person pursuant to Sections 542, 544 and 856 of the Code or the regulations promulgated thereunder. The Company shall advise the Registrar in writing promptly of any such determination by the Board of Directors with respect to any Security, identifying such Security by Holder and other appropriate method, and shall instruct the Registrar not to register the transfer of such Security. The Registrar shall not be liable to the Company, Holders of Securities or any other persons for transfers of Securities effected prior to its receipt of such instructions from the Company and the Company shall indemnify the Registrar for all fees, costs and expenses (including, but not limited to, attorneys' fees and expenses) incurred by it in connection with refusing to transfer Securities as instructed by the Company.

Transfer and Exchange. When Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.1, when Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof those Securities or to exchange those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for those transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange or transfer To permit registrations of transfers and exchanges, the Company shall execute Securities (and, if applicable, each Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities (other than Global Securities). No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable on exchanges pursuant to Section 2.112.13, 3.6 5.7 or 8.59.5). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.4. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article V, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. When Securities of Where a Series are Security is presented to the Registrar or a co-Registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the its requirements of applicable law for such transfer are met. Notwithstanding any other provision of this Section, unless and when such 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 or within a Series series may not be transferred except as a whole by the depositary for such series to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor depositary for such series or a nominee of such successor depositary. Where Securities are presented to the Registrar or a co-Registrar with a request to exchange them for an equal aggregate principal amount of other authorized denominations of Securities of the same Seriesseries of other authorized denominations, the Registrar shall make the exchange as requestedrequested (other than with respect to a global Security, except as provided below or as otherwise specified as contemplated by Section 2.02) if its requirements for such exchange are met. To permit transfers and exchangesThe Registrar shall require, upon surrender of among other things, that any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of appropriate transfer in form satisfactory to the Company and the Registrar documents duly endorsed, or a co-registrarbe accompanied by appropriate transfer documents duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a thereto. The Registrar need not transfer or exchangeexchange any Security selected for redemption or purchase (except, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers in the case of Securities to be redeemed or purchased in part, the portion thereof not to be redeemed or purchased) any Security in respect of any Serieswhich a notice requiring the purchase or redemption thereof by the Company at the option of the Holder has been given and not withdrawn by the Holder thereof in accordance with the terms of such Securities (except in the case of Securities to be so purchased or redeemed in part, the portion thereof not to be so purchased or to redeemed) or transfer or exchange Securities of any Series, for particular series during a period of 15 days before a selection of Securities of such series to be redeemed. Except as otherwise provided with respect to the record date for selection for redemption Securities of any series as contemplated by Section 2.02, a global Security may be exchanged only as provided below in this Section. If at any time the depositary with respect to a global Security representing all or a portion of the Securities of or within a series notifies the Company that it is unwilling, unable or ineligible to continue as such depositary, the Company shall appoint a successor depositary with respect to such Securities. Unless otherwise provided with respect to a series of Securities as contemplated by Section 2.02, if a successor depositary is not so appointed by the Company within 90 days after the Company receives such notice, the Company will execute and the Trustee, upon receipt of a written order of the Company as contemplated by Section 2.04 for the authentication and delivery of definitive Securities of such series (or, if such written order has previously been delivered, then upon receipt of written instructions from the person or persons specified in such written order), will authenticate and deliver Securities of such series in definitive form equal in aggregate principal amount to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities. The Trustee shall not be required to exchange or register transfers of Company may at any time and in its sole discretion determine that the Securities of any Series called series issued in the form of one or being called more global Securities shall no longer be represented by such global Security or Securities. In such event the Company will execute and the Trustee, upon receipt of a written order of the Company as contemplated by Section 2.04 for redemption the authentication and delivery of definitive Securities of such series (or, if such written order has previously been delivered, then upon receipt of written instructions from the person or persons specified in such written order), will authenticate and deliver Securities of such series in definitive form equal in aggregate principal amount to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities. If a global Security is otherwise exchangeable as specified by the Company pursuant to Section 2.02(3) with respect to a series of Securities, the depositary with respect to a global Security representing all or a portion of the Securities of or within such series may surrender such global Security to the Trustee, as the Company's agent for such purpose, to be exchanged in whole or in part, except the unredeemed portion part for Securities of such Security being redeemed series in part.definitive form in the manner and under the circumstances so specified and on such terms as are acceptable to the Company and such depositary. In such event, the Company shall execute and the Trustee shall authenticate and deliver or make available for delivery:

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requestedrequested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company Partnership shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be (except as otherwise expressly permitted herein), but 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company Partnership may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Partnership shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register the a transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request or to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall register the transfer or make the exchange as requestedif its requirements for such transactions are met. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute execute, and the Trustee shall authenticate and deliver the Securities at the RegistrarCompany’s requestrequest upon receipt of a Company Order. If No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any tax or similar charge payable in connection therewith (other than any such tax or similar charge payable upon exchanges pursuant to Sections 2.11, 3.06 or 9.06). Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities are issued of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series 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 Securities of any Series selected, called or being called for redemption as Global Securitiesa whole or the portion being redeemed of any such Securities selected, the provisions of Section 2.15 shall applycalled or being called for redemption in part. 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 Registrar or a co-registrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrarduly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. When At the option of the Holder thereof, Securities of any series (other than a Series are presented to the Registrar with Registered Global Security, except as set forth below) may be exchanged for a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Security or Securities of a Series are presented to the Registrar with a request to exchange them for such series and tenor having authorized denominations and an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesaggregate Principal amount, upon surrender of any Security for registration of transfer such Securities to be exchanged at the office or agency of the Company that shall be maintained pursuant to for such purpose in accordance with Section 2.42.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securitiesand deliver, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or which the Holder making the exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and is entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchangereceive. Every Security presented or surrendered Upon surrender for registration of transfer or for exchange shall (if so required by of any Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the Registrar same series, of any authorized denominations and of like tenor and aggregate Principal amount. All Securities presented for registration of transfer, exchange, redemption or a co-registrar) payment shall be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar or a co-registrar, Trustee duly executed by by, the Holder thereof holder or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to connection with any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers registration of Securities transfer of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee No service charge shall not be required to exchange or register transfers made for any such transaction. Notwithstanding any other provision of Securities of any Series called or being called for redemption this Section 2.07, unless and until it is exchanged in whole or in partpart for Securities in definitive registered form, except the unredeemed a Registered 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 any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities. If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver certificated Securities of such series and tenor, in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Registered Global Securities, in exchange for such Registered Global Securities. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Registered Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver, certificated Securities of such series and tenor in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Registered Global Securities, in exchange for such Registered Global Securities. Any time the Securities of any series are not in the form of Registered Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Securities without the legend required by Section 2.02 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture. If established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security being redeemed may surrender such Registered Global Security in part.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 shall authenticate and deliver, without service charge,

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for such transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange To permit registrations of transfers and exchanges, the Company shall execute Securities (and if applicable, each Subsidiary Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or transfer Global Securities. No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When Securities of Where a Series are Security (other than a Global Security, except as set forth herein) is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(1) of the Uniform Commercial Code (or any successor provision) are met. Where Securities (other than a Global Security, and when such Securities except as set forth herein) of a Series any series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations of Securities of the same Seriesseries with identical terms as the Securities exchanged, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon The Corporation may charge a reasonable fee for 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to for any exchange pursuant to Section 2.112.10, 3.6 3.07 or 8.59.05. The Trustee Corporation shall not be required to register make transfers or exchanges of Securities of any Series, or to exchange Securities of any Series, series for a period of 15 days before the record date for a selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of the same series to be redeemed or before an interest payment. Notwithstanding any Series called or being called for redemption other provision of this Section, unless and until it is exchanged in whole or in partpart for Securities in definitive form, except the unredeemed 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. None of the Corporation, the Trustee, the Paying Agent, the Registrar or any co-registrar shall 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 being redeemed or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. If at any time the Depositary for the Securities of a series notifies the Corporation that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series no longer shall be eligible under Section 2.03, the Corporation 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 Corporation within 90 days after the Corporation receives such notice or becomes aware of such ineligibility, the Corporation’s election pursuant to Section 2.03(19) no longer shall be effective with respect to the Securities of such series and the Corporation will execute, and the Trustee, upon receipt of an order of the Corporation for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in part.definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Corporation 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 no longer shall be represented by such Global Security or Securities. In such event the Corporation will execute, and the Trustee, upon receipt of an order of the Corporation 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 Securities representing such series in exchange for such Global Security or Securities. If specified by the Corporation pursuant to Section 2.03 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for the Securities of such series in definitive form on such terms as are acceptable to the Corporation and such Depositary. Thereupon, the Corporation shall execute, and the Trustee shall authenticate and deliver:

Transfer and Exchange. When Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register the a transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request or to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall register the transfer or make the exchange as requestedif its requirements for such transactions are met. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. If Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge required by law; provided that this sentence shall not apply to any exchange pursuant to Section 2.11, 2.08, 3.06 or 9.06. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities are issued of any Series for the period beginning at the opening of business [ ] days immediately preceding the mailing of a notice of redemption of Securities of that Series 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 Securities of any Series selected, called or being called for redemption as Global Securitiesa whole or the portion being redeemed of any such Securities selected, the provisions of Section 2.15 shall applycalled or being called for redemption in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration Any Registrar appointed pursuant to Section 2.04 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or for exchange shall (if so required by the Company or the Registrar or of Securities. Each Holder of a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory Security agrees to indemnify the Company and the Registrar or a co-registrarTrustee against any liability that may result from the transfer, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder assignment of a sum sufficient to cover any tax or other governmental charge that may be imposed such Holder's Security in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities violation of any Series, provision of this Indenture and/or applicable U.S. federal or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partstate securities law.

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 designated pursuant to Section 10.02 being sometimes referred to herein as the "Note Register") in which, subject to such reasonable regulations as the Registrar may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby initially appointed Registrar for the purpose of registering Notes and transfers of Notes as herein provided. When Securities of a Series Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Notes to register the transfer thereofor exchange for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges; provided, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4however, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 that every Note presented or surrendered for registration of -------- ------- transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Company and the Registrar or a co-registrarRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any Whenever any Notes are so presented for exchange, the Company and any Guarantor shall execute, and the Trustee shall authenticate and deliver, the Notes and Note Guarantees which the Holder making the exchange or transfer is entitled to receive. No service charge shall be without charge, except that made to the Noteholder for any registration of transfer or exchange. The Company may require from the Noteholder payment by the Holder of a sum sufficient to cover any tax transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 9.06 hereof (in which events the Company will be responsible for the payment of all such taxes which arise solely as a result of the transfer or 8.5. The Trustee shall exchange and do not be required to register transfers depend on the tax status of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such SecuritiesHolder). The Trustee shall not be required to exchange or register transfers of Securities the transfer of any Series Note for a period of 15 days immediately preceding the first mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except, in whole or the case of any Note where public notice has been given that such Note is to be redeemed in part, except the unredeemed portion thereof not to be redeemed. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Security being redeemed Global Note, agree that transfers of beneficial interests in partsuch Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book- entry system.

Transfer and Exchange. When At the option of the Holder thereof, Securities of any series (other than a Series are presented to the Registrar with Global Security, except as set forth below) may be exchanged for a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Security or Securities of a Series are presented to the Registrar with a request to exchange them for such series and tenor having authorized denominations and an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesaggregate Principal amount, upon surrender of any Security for registration of transfer such Securities to be exchanged at the office or agency of the Company that shall be maintained pursuant to for such purpose in accordance with Section 2.42.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securitiesand deliver, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or which the Holder making the exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and is entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchangereceive. Every Security presented or surrendered Upon surrender for registration of transfer or for exchange shall (if so required by of any Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the Registrar same series, of any authorized denominations and of like tenor and aggregate Principal amount. All Securities presented for registration of transfer, exchange, redemption or a co-registrar) payment shall be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar or a co-registrar, Trustee duly executed by by, the Holder thereof holder or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to connection with any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers registration of Securities transfer of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee No service charge shall not be required to exchange or register transfers made for any such transaction. Notwithstanding any other provision of Securities of any Series called or being called for redemption this Section 2.07, unless and until it is exchanged in whole or in partpart for Securities in definitive registered form, except the unredeemed 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. None of the Trustee or any Agent shall: (i) have any duty to monitor compliance with or with respect to any securities or tax laws (including but not limited to any U.S. federal or state or other securities or tax laws) or (ii) except as specifically provided herein, have any duty to obtain documentation on any transfers or exchanges of the Securities. If at any time the Depositary for any Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Global Securities. If a successor Depositary eligible under applicable law for such Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive non-global Securities of such series and tenor, will authenticate and deliver definitive non-global Securities of such series and tenor, in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Global Securities, in exchange for such Global Securities. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive non-global Securities of such series and tenor, will authenticate and deliver, definitive non-global Securities of such series and tenor in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Global Securities, in exchange for such Global Securities. Any time the Securities of any series are not in the form of Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of definitive non-global Securities without the legend required by Section 2.02 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture. If established by the Company pursuant to Section 2.03 with respect to any Global Security, the Depositary for such Global Security being redeemed may surrender such Global Security in part.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 shall authenticate and deliver, without service charge:

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers requested if its requirements and exchangesthe requirements of this Indenture for such transactions are met; provided, upon surrender of any Security however, that the Securities presented or surrendered for registration of transfer at or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the office Registrar duly executed by the Holder thereof or agency maintained pursuant to Section 2.4by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If 's written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. When Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01, when Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers requested if its requirements and exchangesthe requirements of this Indenture for such transactions are met; provided, upon surrender of any Security however, that the Securities presented or surrendered for registration of transfer at or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the office Registrar duly executed by the Holder thereof or agency maintained pursuant to Section 2.4by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If 's written request and submission of the Securities are issued as (other than Global Securities, the provisions of Section 2.15 ). No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon Upon surrender of any Security for registration of transfer of any Security of any series at any agency of the office or agency Company maintained pursuant to for such purpose in accordance with Section 2.42.05, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the Registrar’s requestagency of the Company maintained for such purpose in accordance with Section 2.05. If Whenever any Securities are issued as Global so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, having a Guarantee executed by the provisions of Section 2.15 shall applyGuarantor endorsed thereon, that 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 transfer, exchange, redemption or for exchange payment shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, the Guarantor and the Registrar or a co-registrar, Trustee duly executed by the Holder thereof or his or her attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to connection with any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers registration of Securities transfer of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee No service charge shall not be required to exchange or register transfers made for any such transaction. Notwithstanding any other provision of Securities of any Series called or being called for redemption this Section 2.07, unless and until it is exchanged in whole or in partpart for Securities in definitive registered form, except the unredeemed 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 Security being redeemed in part.series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities shall no longer be eligible under applicable law to act as Depositary, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Global Securities. If:

Transfer and Exchange. When The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Series are Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(1) of the Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. If The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities are issued selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as Global Securities, the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to the provisions of Section 2.15 the Securities with respect to record dates) interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall applybe affected by notice to the contrary. All Securities issued upon any registration of transfer or exchange pursuant to the terms of Securities shall be the valid obligations of the Company, evidencing this Indenture will evidence the same debt, debt and will be entitled to the same benefits under this Indenture, 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. When Securities of a Series are Security is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are metmet and, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations of Securities of the same Seriesdenominations, the Registrar shall make the exchange as requestedrequested provided that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.42.03 hereof, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11Sections 2.09, 3.6 3.06 or 8.58.05 hereof. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securitiesany Securities to be redeemed. The Trustee shall not be required to exchange or register transfers of any Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such any Security being redeemed in part.

Transfer and Exchange. When Securities of a Series are presented The Trustee shall cause to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer be kept at the office or agency to be maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, by it in accordance with the provisions of Section 2.15 7.12 a register (the "REGISTER") for each series of Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall applyprovide for the registration of Certificates of such series and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the "REGISTRAR") for the purpose of registering such Certificates of each series and transfers and exchanges of such Certificates as herein provided. All Securities Certificates issued upon any registration of transfer or exchange of Securities Certificates of any series shall be the valid obligations of the Companyapplicable Trust, evidencing the same debtinterest therein, and entitled to the same benefits under this IndentureAgreement, as the Securities Certificates of such series surrendered upon such registration of transfer or exchange. Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such other office or agency, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of like series, in authorized denominations of a like aggregate Fractional Undivided Interest. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of like series, in authorized denominations and of a like aggregate Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Trustee and the Registrar or a co-registrar, duly executed by the Holder Certificateholder thereof or his its attorney duly authorized in writing. Any exchange or transfer No service charge shall be without chargemade to a Certificateholder for any registration of transfer or exchange of Certificates, except that but the Company may Trustee shall require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a connection with any transfer or exchange, but this provision exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before cancelled and subsequently destroyed by the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partTrustee.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchangesrequested if its requirements for such transactions are met; provided, upon surrender of any Security however, that the Securities presented or surrendered for registration of transfer at or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the office Registrar duly executed by the Holder thereof or agency maintained pursuant to Section 2.4by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If 's written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for such transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange To permit registrations of transfers and exchanges, the Company shall execute Securities (and if applicable, each Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or transfer Global Securities. No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 Section 3.07 or 8.5Section 9.05). The Trustee shall authenticate such Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

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 designated pursuant to Section 10.02 hereof being sometimes referred to herein as the "Note Register") in which, subject to such reasonable regulations as the Registrar may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby initially appointed Registrar for the purpose of registering Notes and transfers of Notes as herein provided. When Securities of a Series Notes are presented to the Registrar or a co-Registrar with a request from the Holder of such Notes to register the transfer thereofor exchange for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges; provided, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4however, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 that every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Company and the Registrar or a co-registrarRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any Whenever any Notes are so presented for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange or transfer is entitled to receive. No service charge shall be without charge, except that made to the Noteholder for any registration of transfer or exchange. The Company may require from the Noteholder payment by the Holder of a sum sufficient to cover any tax transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.1110.10, 3.6 10.15 or 8.5. The Trustee shall 9.06 hereof (in which events the Company will be responsible for the payment of all such taxes which arise solely as a result of the transfer or exchange and do not be required to register transfers depend on the tax status of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such SecuritiesHolder). The Trustee shall not be required to exchange or register transfers of Securities the transfer of any Series Note for a period of 15 days immediately preceding the first mailing of notice of redemption of Notes to be redeemed or of any Note selected, called or being called for redemption except, in whole or the case of any Note where public notice has been given that such Note is to be redeemed in part, except the unredeemed portion thereof not to be redeemed. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such Security being redeemed Global Note, agree that transfers of beneficial interests in partsuch Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

Transfer and Exchange. When Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register the a transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request or to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall register the transfer or make the exchange as requestedif its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee, upon surrender receipt of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4an Issuer Order, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 No service charge shall apply. All Securities issued upon be made for any registration of transfer or exchange of Securities shall be (except as otherwise expressly permitted herein), but 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company Issuer may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than any such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section Sections 2.11, 3.6 3.06 or 8.59.05). The Trustee Neither the Issuer nor the Registrar shall not be required (a) to issue, register transfers of Securities of any Seriesthe transfer of, or to exchange Securities of any Series, Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of a period notice of 15 days before the record date for selection redemption of Securities of that Series selected for redemption and ending at the close of business on the day of such Securities. The Trustee shall not be required mailing or (b) to register the transfer of or exchange or register transfers of Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in whole part. The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in partthe Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, except with respect to any ownership interest in the unredeemed portion Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders of the Securities and all payments to be made to Holders under the Securities shall be given or made only to the registered Holders of the Securities (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. 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 participants in the Depositary or beneficial owners of interests in any Global Security) other than to require delivery of such Security being redeemed in partcertificates 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.

Transfer and Exchange. When Securities of Where a Series are Security is presented to the Registrar or a co-Registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the its requirements of applicable law for such transfer are met, and when such . Where Securities of a Series are presented to the Registrar or a co-Registrar with a request to exchange them for an equal aggregate principal amount of other authorized denominations of Securities of the same Seriesseries of other authorized denominations, the Registrar shall make the exchange 14 as requestedrequested if its requirements for such exchange are met. To permit transfers and exchangesThe Registrar shall require, upon surrender of among other things, that any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of appropriate transfer in form satisfactory to the Company and the Registrar or a co-registrardocuments duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a thereto. The Registrar need not transfer or exchangeexchange any Security selected for redemption, but this provision shall not apply to any exchange pursuant to Section 2.11or purchase (except, 3.6 or 8.5. The Trustee shall not be required to register transfers in the case of Securities to be redeemed or purchased in part, the portion thereof not to be redeemed or purchased) or any Security in respect of any Serieswhich a notice requiring the purchase or redemption thereof by the Company at the option of the Holder has been given and not withdrawn by the Holder thereof in accordance with the terms of such Securities (except, in the case of Securities to be so purchased or redeemed in part, the portion thereof not to be so purchased or redeemed) or transfer or exchange Securities of any Series, for particular series during a period of 15 days before a selection of Securities of such series to be redeemed. Except as otherwise provided with respect to the record date for selection for redemption Securities of any series as contemplated by Section 2.02, a global Security may be exchanged only as provided below in this Section. If at any time the depositary with respect to a global Security representing all or a portion of the Securities of or within a series notifies the Company that it is unwilling, unable or ineligible to continue as such depositary, the Company shall appoint a successor depositary with respect to such Securities. Unless otherwise provided with respect to a series of Securities as contemplated by Section 2.02, if a successor depositary is not so appointed by the Company within 90 days after the Company receives such notice, the Company will execute and the Trustee, upon receipt of a written order of the Company as contemplated by Section 2.04 for the authentication and delivery of definitive Securities of such series (or, if such written order has previously been delivered, then upon receipt of written instructions from the person or persons specified in such written order), will authenticate and deliver Securities of such series in definitive form equal in aggregate principal amount to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities. The Trustee shall not be required to exchange or register transfers of Company may at any time and in its sole discretion determine that the Securities of any Series called series issued in the form of one or being called more global Securities shall no longer be represented by such global Security or Securities. In such event the Company will execute and the Trustee, upon receipt of a written order of the Company as contemplated by Section 2.04 for redemption the authentication and delivery of definitive Securities of such series (or, if such written order has previously been delivered, then upon receipt of written instructions from the person or persons specified in such written order), will authenticate and deliver Securities of such series in definitive form equal in aggregate principal amount to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities. If a global Security is otherwise exchangeable as specified by the Company pursuant to Section 2.02(3) with respect to a series of Securities, the depositary with respect to a global Security representing all or a portion of the Securities of or within such series may surrender such global Security to the Trustee, as the Company's agent for such purpose, to be exchanged in whole or in part, except the unredeemed portion part for Securities of such series in definitive form in the manner and under the circumstances so specified and on such terms as are acceptable to the Company and such depositary. In such event, the Company shall execute and the Trustee shall authenticate and deliver or make available for delivery: (i) to each Person specified by such depositary a new Security being redeemed or Securities of the same series and of like tenor, of any authorized form and denomination as requested by such Person in part.aggregate principal amount equal to and in exchange for such Person's beneficial interest in the global Security; and (ii) unless endorsement of the surrendered global Security as contemplated by Section 2.15 or another procedure is specified for the Securities of such series as contemplated by Section 2.02, 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 delivered pursuant to clause (i) above in exchange for beneficial interests in such surrendered global Security. 15

Transfer and Exchange. When Securities of Where a Series are Security (other than a Global Security except as set forth herein) is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(1) of the New York Uniform Commercial Code are met, and when such . Where Securities (other than a Global Security except as set forth herein) of a any Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations of Securities of the same SeriesSeries with identical terms as the Securities exchanged, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company Corporation shall execute and the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange of Securities, but the Corporation may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.11 or 3.7 hereto). The Corporation shall not be required to make transfers or exchanges of Securities of any Series for a period of 15 days before a selection of Securities of the same Series to be redeemed or before an interest payment. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Security, and the Depositary may be treated by the Corporation, the Trustee and any agent of the Corporation or the Trustee as the Holder and absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impairing, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. If at any time the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for some or all of the Global Securities or if at any time the Depositary shall no longer be eligible to so continue under applicable law, the Corporation shall identify a successor Depositary eligible under applicable law with respect to such Global Securities. Transfers of any Global Security shall be limited to transfers in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Security may be transferred or exchanged for definitive Securities in accordance with the rules and procedures of the Depository. In addition, definitive Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if (i) the Depository notifies the Corporation that it is unwilling or unable to continue as Depository for the Global Security or, if at any time, the Depository ceases to be a clearing agency registered under the Exchange Act, and a successor depository is not appointed by the Corporation within 90 days of such notice, (ii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to issue definitive Securities or (iii) the Corporation, in its discretion, at any time determines not to have such Securities represented by one or more Global Securities and the Corporation so notifies the Depositary; provided that in the event definitive Securities of a Series shall be transferred to all beneficial owners as provided above, the Corporation will execute, and the Trustee, upon receipt of an order of the Corporation for the authentication and delivery of definitive Securities of such Series, will authenticate and deliver to each party specified by such Depositary a new Security or Securities of such Series in definitive form, of any authorized denomination as requested by such party in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such parties beneficial interest in the Global Security or Securities. In connection with any transfer or exchange of a portion of the beneficial interest in any Global Security to beneficial owners pursuant to the preceding paragraph, the Registrar shall (if one or more definitive Securities are issued as to be issued) reflect on its books and records the date and a decrease in the principal amount of the Global SecuritiesSecurity in an amount equal to the principal amount of the beneficial interest in the Global Security to be transferred, and the Corporation shall execute, and the Trustee shall authenticate and deliver, one or more definitive Securities of like tenor and amount. In connection with the transfer of an entire Global Security to beneficial owners pursuant to the two paragraphs above, the provisions Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Corporation shall execute, and the Trustee upon receipt of Section 2.15 an order of the Corporation for the authentication and delivery of definitive Securities of such Series shall applyauthenticate and deliver, to each beneficial owner identified by the Depository in exchange for its beneficial interest in the Global Security, an equal aggregate principal amount of definitive Securities of authorized denominations. To permit registrations of transfers and exchanges, the Corporation shall execute and the Trustee shall authenticate Global Securities and certificated Securities at the Registrar’s request. No service charge shall be made to a Holder for any registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any stamp or transfer tax or similar governmental charge payable in connection therewith (other than any such stamp or transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11 and 3.7 hereto). All Global Securities and definitive Securities issued upon any registration of transfer or exchange of Global Securities and definitive Securities shall be the valid obligations of the CompanyCorporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Securities and definitive 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 The Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required (A) to issue, to register transfers the transfer of Securities of any Series, or to exchange Securities of any Series, for either Series during a period beginning at the opening of 15 fifteen (15) days before the record date for day of any selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of such Series for redemption under Section 3.3 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Series called or being called Security so selected for redemption in whole or in part, except the unredeemed portion of such any Security being redeemed in part, or (C) to register the transfer of or to exchange a Security between a record date and the next succeeding Interest Payment Date. Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Corporation may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of, premium, if any, and interest on such Securities and for all other purposes, and neither the Trustee, any Agent nor the Corporation shall be affected by notice to the contrary. The Trustee shall authenticate Global Securities and definitive Securities in accordance with the provisions of Section 2.2 hereof. Except as provided in the second through fourth paragraphs of this Section 2.7, neither the Trustee nor the Registrar shall authenticate or deliver any definitive Security in exchange for a Global Security. The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities of such Series. Each Global Security shall also bear the following legend on the face thereof: “Unless and until it is exchanged in whole or in part for securities in definitive form, this security may not be transferred except as a whole by the depository to a nominee of the depository, or by any such nominee of the depository, or by the depository or nominee of such successor depository or any such nominee to a successor depository or a nominee of such successor depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to an issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Transfers of this global security shall be limited to transfers in whole, but not in part, to nominees of Cede & Co. or to a successor thereof or such successor’s nominee.” Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof; provided, that the Trustee shall have no duty to require delivery or examine any certificate for any transfer of interest in the same Global Security. None of the Corporation, the Trustee, the Paying Agent, the Calculation Agent, the Registrar or any co-registrar shall 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. Upon the exchange of the Global Security for Securities in definitive form, such Global Security shall be canceled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section 2.7 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the parties in whose names such Securities are so registered.

Transfer and Exchange. When At the option of the Holder thereof, Registered Securities of any series (other than a Series are presented to the Registrar with Registered Global Security, except as set forth below) may be exchanged for a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Registered Security or Registered Securities of a Series are presented to the Registrar with a request to exchange them for such series and tenor having authorized denominations and an equal aggregate principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesamount, upon surrender of any Security for registration of transfer such Registered Securities to be exchanged at the office or agency of the Company that shall be maintained pursuant to for such purpose in accordance with Section 2.42.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securitiesand deliver, the provisions of Section 2.15 shall applySecurities which the Holder making the exchange is entitled to receive. All Registered 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 transfer, exchange, redemption or for exchange payment shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar or a co-registrar, Trustee duly executed by by, the Holder thereof holder or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to connection with any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers registration of Securities transfer of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee No service charge shall not be required to exchange or register transfers made for any such transaction. Notwithstanding any other provision of Securities of any Series called or being called for redemption this Section 2.07, unless and until it is exchanged in whole or in partpart for Securities in definitive registered form, except the unredeemed a Registered 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 any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities. If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company's order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered Global Securities. The Company may at any time and in its sole discretion determine that any Registered Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company's order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver, Registered Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered Global Securities. Any time the Registered Securities of any series are not in the form of Registered Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Registered Securities without the legend required by Section 2.02 and the Trustee agrees to hold such Registered Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture. The Depositary for such Registered Global Security being redeemed may surrender such Registered Global Security in part.exchange in whole or in part for Registered 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 shall authenticate and deliver, without service charge,

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 designated pursuant to Section 10.02 being sometimes referred to herein as the "Securities Register") in which, subject to such reasonable regulations as the Securities Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby initially appointed Security Registrar for the purpose of registering Securities and transfers of Securities as herein provided. When Securities of a Series are presented to the Registrar or a co-Registrar with a request from the Holder of such Securities to register the transfer thereofor exchange for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 ; provided that every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Company and the Registrar or a co-registrarRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any Whenever any Securities are so presented for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange or transfer is entitled to receive. No service charge shall be without charge, except that made to the Securityholder for any registration of transfer or exchange. The Company may require from the Securityholder payment by the Holder of a sum sufficient to cover any tax transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.113.09, 3.6 10.10 or 8.5. The Trustee shall 9.06 hereof (in which events the Company will be responsible for the payment of all such taxes which arise solely as a result of the transfer or exchange and do not be required to register transfers depend on the tax status of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such SecuritiesHolder). The Trustee shall not be required to exchange or register transfers the transfer of any Security for a period of 15 days immediately preceding the first mailing of notice of redemption of Securities to be redeemed or of any Series Security selected, called or being called for redemption except, in whole or the case of any Security where public notice has been given that such Security is to be redeemed in part, except the unredeemed portion thereof not to be redeemed. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such Security being redeemed in partregistration of transfer or exchange.

Transfer and Exchange. When With respect to the Securities of each series, if any, the Company shall cause to be kept a Series Security Register at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities of such series and of transfers of the Securities of such series. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Registrar with respect to a series of Securities, it shall have the right to examine the Register for such series at all reasonable times. There shall be only one Register for each series of Securities. Upon surrender for registration of transfer of any Security of any series at any Office or Agency 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 denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Securities are presented 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. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any Global Security shall be exchangeable for Definitive Securities only if (i) the Depositary is at any time unwilling or unable to continue as Depositary for the Securities or has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depositary within 120 days after the date of such notice, (ii) the Company executes and delivers to the Registrar Trustee a Company Order to the effect that such Global Security shall be so exchangeable, or (iii) there shall of occurred and be continuing a Default or Event of Default with respect to the Securities. If the beneficial owners of interests in a request Global Security are entitled to register exchange such interests for Definitive Securities as the transfer thereofresult of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Registrar Company shall register deliver to the transfer Trustee Definitive Securities in such form and denominations as requested if the requirements of applicable law are metrequired by or pursuant to this Indenture, and when such Securities of a Series are presented the same series, containing identical terms and in aggregate principal amount equal to the Registrar with a request to exchange them for an equal principal amount of such Global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered from time to time by the U.S. Depositary or such other Depositary as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depositary or such other Depositary, as the case may be (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel unless requested by the Trustee), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for Definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for such surrendered Global Security or portion thereof, a like aggregate principal amount of Definitive Securities of the same series of authorized denominations and of like tenor as such Global Security or portion thereof to be exchanged, which or Securities, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same Seriesseries to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such Global Security shall be returned by the Registrar shall make Trustee to such Depositary or the U.S. Depositary, as the case may be, or such other Depositary or U.S. Depositary referred to above in accordance with the instructions of the Company referred to above. If a Security is issued in exchange as requested. To permit transfers and exchanges, upon surrender for any portion of any a Global Security for registration after the close of transfer business at the office Office or agency maintained pursuant Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to Section 2.4, the Company Person to whom interest in respect of such portion of such Global Security shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, be payable in accordance with the provisions of Section 2.15 shall applythis Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Registrar or a co-registrarfor such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, for such Security duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer No service charge by the Company shall be without chargemade for any registration of transfer or exchange, except that or redemption of Securities, but the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in relation to a connection with any registration of transfer or exchangeexchange of Securities, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.11Sections 2.10 or 5.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, 3.6 or 8.5. The Trustee the Company shall not be required (i) to issue, register transfers the transfer of or exchange any Securities of any Series, or to exchange Securities of any Series, for during a period beginning at the opening of business 15 days before the record date for selection for day of mailing of a notice of redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of like tenor and the same series under Section 5.3 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Series called or being called Security selected for redemption in whole or in part, except in the unredeemed case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security being redeemed in partnot to be so repaid.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for such transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange To permit registrations of transfers and exchanges, the Company shall execute Securities (and if applicable, each Subsidiary Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or transfer Global Securities. No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate such Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When Securities of a Series are presented Notwithstanding any provisions to the Registrar with contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a request to register clearing agency registered under the transfer thereofExchange Act or any other applicable U.S. or foreign statute or regulation, and, in either case, the Registrar shall register Company fails to appoint a successor Depository within 90 days of such event, (ii) the transfer as requested if the requirements of applicable law are met, Company executes and when such Securities of a Series are presented delivers to the Registrar Trustee an Officer’s Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with a request respect to exchange them the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of other authorized denominations of Securities of the same SeriesGlobal Security with like tenor and terms. Except as provided in this Section 2.14.2, the Registrar shall make the exchange a Global Security may not be transferred except as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 a whole by the Company Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Registrar Depository or any such nominee to a successor Depository or a co-registrar) be duly endorsed, or be accompanied by nominee of such a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5successor Depository. The Trustee shall not be required have no obligation or duty to register transfers of Securities 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 Series, or interest in any Security other than to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption require delivery of such Securitiescertificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except taken by the unredeemed portion of such Security being redeemed in partDepository.

Transfer and Exchange. When Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01, when Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requestedrequested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company and the Guarantors shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If 's written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 but the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company Trustee may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon Upon surrender of any Security for registration of transfer of any Security at the office or agency maintained of the Company designated pursuant to Section 2.44.5 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate Principal Amount and tenor. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or 10.3, not involving any transfer). Notwithstanding any other provisions (other than the provisions set forth in the sixth and seventh paragraphs) of this Section, a Security in global form 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. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series of any authorized denomination or denominations, 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. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee or a duly appointed authenticating agent shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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, 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, 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 form in an aggregate Principal Amount equal to the Principal Amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. 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 Securities. In such event 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 form and in an aggregate Principal Amount equal to the Principal Amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. Notwithstanding the foregoing, except as otherwise specified in the preceding two paragraphs or as contemplated by Section 2.3(a), any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interests for definitive Securities of such series and of like Principal Amount and tenor but of another authorized form and denomination, as specified as contemplated by Section 2.3(a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate Principal Amount equal to the Principal Amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Depositary with respect thereto 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 permanent 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 permanent global Security to be exchanged; PROVIDED, HOWEVER, that notwithstanding the last paragraph of this Section 2.8, no such exchanges may occur during a period beginning at the Registrar’s requestopening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date. If Securities are a Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs 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 the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as Global Securitiesthe 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 such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee. Securities issued in exchange for a Security in global form pursuant to this Section 2.15 2.8 shall applybe registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered. 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 Registrar or a co-registrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrarduly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required (i) to issue, register transfers the transfer of Securities of any Series, or to exchange Securities of any Series, for series during a period beginning at the opening of business 15 days before the record date for any selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of that series to be redeemed and ending (except as otherwise provided in the first proviso in the eighth paragraph of this Section 2.8) at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Series called or being called Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of such any Security being redeemed in part.

Transfer and Exchange. When Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.1, when Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof those Securities or to exchange those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for those transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can conclusively rely. Any exchange or transfer To permit registrations of transfers and exchanges, the Company shall execute Securities and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities (other than Global Securities). No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable on exchanges pursuant to Section 2.112.13, 3.6 5.7 or 8.59.5). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.4. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article V, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. When Securities of Where a Series are Security is presented to the Registrar or a co-Registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the its requirements of applicable law for such transfer are met, and when such . Where Securities of a Series are presented to in the Registrar or a co-Registrar with a request to exchange them for an equal aggregate principal amount of other authorized denominations of Securities of the same Seriesseries of other authorized denominations, the Registrar shall make the exchange 14 as requestedrequested if its requirements for such exchange are met. To permit transfers and exchangesThe Registrar shall require, upon surrender of among other things, that any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of appropriate transfer in form satisfactory to the Company and the Registrar or a co-registrardocuments duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit transfers and exchanges, the Trustee shall authenticate Securities at the Registrar's request. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a thereto. The Registrar need not transfer or exchangeexchange any Security selected for redemption or purchase (except, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers in the case of Securities to be redeemed or purchased in part, the portion thereof not to be redeemed or purchased) or any Security in respect of any Serieswhich a notice requiring the purchase or redemption thereof by the Company at the option of the Holder has been given and not withdrawn by the Holder thereof in accordance with the terms of such Securities (except, in the case of Securities to be so purchased or redeemed in part, the portion thereof not to be so purchased or redeemed), or to transfer or exchange Securities of any Series, for particular series during a period of 15 days before a selection of Securities of such series to be redeemed. Except as otherwise provided with respect to the record date for selection for redemption Securities of any series as contemplated by Section 2.02, a global Security may be exchanged only as provided below in this Section. If at any time the depositary with respect to a global Security representing all or a portion of the Securities of or within a series notifies the Company that it is unwilling, unable or ineligible to continue as such depositary, the Company shall appoint a successor depositary with respect to such Securities. Unless otherwise provided with respect to a series of Securities as contemplated by Section 2.02, if a successor depositary is not so appointed by the Company within 90 days after the Company receives such notice, the Company will execute and the Trustee, upon receipt of a written order of the Company as contemplated by Section 2.04 for the authentication and delivery of definitive Securities of such series (or, if such written order has previously been delivered, then upon receipt of written instructions from the person or persons specified in such written order), will authenticate and deliver Securities of such series in definitive form equal in aggregate principal amount to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities. The Trustee shall not be required to exchange or register transfers of Company may at any time and in its sole discretion determine that the Securities of any Series called series issued in the form of one or being called more global Securities shall no longer be represented by such global Security or Securities. In such event the Company will execute and the Trustee, upon receipt of a written order of the Company as contemplated by Section 2.04 for redemption the authentication and delivery of definitive Securities of such series (or, if such written order has previously been delivered, then upon receipt of written instructions from the person or persons specified in such written order), will authenticate and deliver Securities of such series in definitive form equal in aggregate principal amount to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities. If a global Security is otherwise exchangeable as specified by the Company pursuant to Section 2.02(3) with respect to a series of Securities, the depositary with respect to a global Security representing all or a portion of the Securities of or within such series may surrender such global Security to the Trustee, as the Company's agent for such purpose, to be exchanged in whole or in part, except the unredeemed portion part for Securities of such series in definitive form in the manner and under the circumstances so specified and on such terms as are acceptable to the Company and such depositary. In such event, the Company shall execute and the Trustee shall authenticate and deliver or make available for delivery: (i) to each Person specified by such depositary a new Security being redeemed or Securities of the same series and of like tenor, of any authorized form and denomination as requested by such Person in part.aggregate principal amount equal to and in exchange for such Person's beneficial interest in the global Security; and (ii) unless endorsement of the surrendered global Security as contemplated by Section 2.15 or another procedure is specified for the Securities of such series as contemplated by Section 2.02, to such depositary a new global Security in a denomination equal to the difference, if any, between the principal amount of the 15

Transfer and Exchange. When Securities of a Series are presented to the Registrar or a co-registrar with a request to register the register, transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to or exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall register the transfer or make the exchange as requested. To permit transfers and exchangesif its requirements for such transactions are met; provided, upon surrender of however, that any Security presented or surrendered for registration of transfer at or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the office Registrar and the Trustee duly executed by the Securityholder thereof or agency maintained pursuant to Section 2.4by his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company Issuer shall execute issue and the Trustee shall authenticate Securities at the Registrar’s 's request, subject to such rules as the Trustee may reasonably require. If Securities are issued as Global SecuritiesNeither the Issuer nor the Registrar shall be required (i) to issue, register the provisions transfer of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for during a period beginning at the opening of business on a Business Day 15 days before the record date for day of any selection of Securities for redemption under Section 3.02 and ending at the close of such Securities. The Trustee shall not be required business on the day of selection, (ii) to register the transfer of or exchange or register transfers of Securities of any Series called or being called Security so selected for redemption in whole or in part, except the unredeemed portion of such any Security being redeemed in partpart or (iii) to register the transfer or exchange of a Security between a record date and the next succeeding interest payment date. No service charge shall be made to any Securityholder for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to Sections 2.10, 3.06 or 9.05 hereof, which shall be paid by the Issuer). Prior to due presentment for registration of transfer of any Security, the Trustee, any Agent, the Issuer and the Guarantors may deem and treat the person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Trustee, any Agent, the Issuer nor the Guarantors shall be affected by notice to the contrary.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are metrequested, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.42.4 hereof, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 or transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrarRegistrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrarRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.58.5 hereof. The Trustee shall not be required to register transfers of Securities of any Series, Series or to exchange Securities of any Series, Series for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. When Securities of a Series Debentures are presented to the Registrar or a co-Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request thereof or to exchange them for an equal principal amount of other authorized denominations of Securities Debentures of the same Seriesseries of other authorized denominations, the Registrar shall register the transfer or make the exchange as requestedrequested if its reasonable requirements for such transactions are met. To permit transfers registrations of transfer and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities Debentures, all at the Registrar’s 's request. If Securities are issued as Global SecuritiesEvery Debenture presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder or his attorney duly authorized in writing. The Company shall not require payment of a service charge for any registration of transfer or exchange of Debentures, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of the transfer or exchange of Debentures from the Debentureholder requesting such transfer or exchange (other than any exchange not involving any transfer). The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of (a) any Debenture for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Debentures of such series to be redeemed and ending at the close of business on the day of such mailing or (b) any Debenture selected, called or being called for redemption, except, in the case of any Debenture to be redeemed in part, the provisions of Section 2.15 shall applyportion thereof not to be redeemed. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security presented or surrendered Prior to due presentment for the registration of a transfer of any Debenture, the Company, the Trustee, the Registrar and any other agent may deem and treat the Person in whose name any Debenture is registered as the owner of such Debenture (whether or not such Debenture shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Registrar) for exchange shall the purpose of receiving payment of principal of and premium, if any, and (if so required by subject to Section 2.2) interest on such Debentures and for all other purposes, and none of the Company or Company, the Trustee, the Registrar or a co-registrar) any other agent shall be duly endorsed, or be accompanied affected by a written instrument of transfer in form satisfactory notice to the Company contrary. Each Debentureholder agrees to indemnify the Company, the Registrar and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover Trustee against any tax or other governmental charge liability that may be imposed in relation to a result from the transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities such Holder's Debenture in violation of any Series, provision of this Indenture and/or applicable United States federal or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partstate securities law.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for such transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange To permit registrations of transfers and exchanges, the Company shall execute Securities (and if applicable, each Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or transfer Global Securities. No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate such Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When Unless otherwise provided in the Supplemental Indenture relating to Securities of a Series series, Securities which are issued in registered form will be transferred only upon the surrender of the Securities for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall will register the transfer as requested if the requirements of applicable law Article VIII of the New York Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesseries of other denominations, the Registrar shall will make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall will execute and the Trustee shall will authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5’s request. The Trustee shall Company will not charge a fee for transfers or exchanges. The Company will not be required to register make, and the Registrar need not register, transfers or exchanges of (i) Securities selected for redemption (except, in the case of Securities to be redeemed in part, transfers or exchanges of the portion of the Securities not to be redeemed) or (ii) any Series, or to exchange Securities of any Series, a series for a period of 15 days before the record date for selection for redemption first mailing of such Securities. The Trustee shall not be required to exchange or register transfers a notice of the Securities of that series which are to be redeemed. Prior to the due presentation for registration or transfer of any Series called Security which was issued in registered form, the Company, the Trustee, the Paying Agent, the Registrar or being called any co-registrar may deem and treat the person in whose name the Security is registered as the absolute owner of the Security for redemption in whole all purposes, and none of the Company, the Trustee, the Paying Agent, the Registrar or in part, except any co-registrar will be affected by notice to the unredeemed portion of such Security being redeemed in partcontrary. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the depository.

Transfer and Exchange. When Securities of Where a Series are Security (other than a Global Security except as set forth herein) is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements requested. Where Securities (other than a Global Security except as set forth herein) of applicable law are met, and when such Securities of a Series any series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations of Securities of the same Seriesseries with identical terms as the Securities exchanged, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 No service charge shall apply. All Securities issued upon be made for any registration of transfer or exchange of Securities shall be Securities, but 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company Corporation may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a connection with any registration of transfer or exchangeexchange of Securities, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.112.10, 3.6 3.7 or 8.59.5 not involving any transfer. The Trustee Corporation shall not be required to register make transfers or exchanges of Securities of any Series, or to exchange Securities of any Series, series for a period of 15 days before the record date for a selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of the same series to be redeemed or before an interest payment. Notwithstanding any Series called or being called for redemption other provision of this Section, unless and until it is exchanged in whole or in partpart for Securities in definitive form, except the unredeemed 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. None of the Corporation, the Trustee, the Paying Agent, the Registrar or any co-registrar shall 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 being redeemed or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. If at any time the Depositary for the Securities of a series notifies the Corporation that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.3, the Corporation 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 Corporation within 90 days after the Corporation receives such notice or becomes aware of such ineligibility, the Corporation’s election pursuant to Section 2.3(18) shall no longer be effective with respect to the Securities of such series and the Corporation will execute, and the Trustee, upon receipt of an order of the Corporation for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in part.definitive form in the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Corporation 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 Securities. In such event the Corporation will execute, and the Trustee, upon receipt of an order of the Corporation 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 Securities representing such series in exchange for such Global Security or Securities. If specified by the Corporation pursuant to Section 2.3 with respect to a series of Securities, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for the Securities of such series in definitive form on such terms as are acceptable to the Corporation and such Depositary. Thereupon, the Corporation shall execute, and the Trustee shall authenticate and deliver:

Transfer and Exchange. When Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.01, when Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof those Securities or to exchange those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for those transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange or transfer To permit registrations of transfers and exchanges, the Company shall execute Securities and, upon a Company Order, the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities (other than Global Securities). No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable on exchanges pursuant to Section 2.112.13, 3.6 Section 5.07 or 8.5Section 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article V, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. When Unless otherwise provided in the Supplemental Indenture relating to Securities of a Series series, Securities which are issued in registered form will be transferred only upon the surrender of the Securities for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall will register the transfer as requested if the requirements of applicable law Article VIII of the New York Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesseries of other denominations, the Registrar shall will make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, the Company will execute and, upon surrender receipt of any Security for registration of transfer at written direction from the office or agency maintained pursuant to Section 2.4Company, the Company shall execute and the Trustee shall will authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5’s request. The Trustee shall Company will not charge a fee for transfers or exchanges. The Company will not be required to register make, and the Registrar need not register, transfers or exchanges of (i) Securities selected for redemption (except, in the case of Securities to be redeemed in part, transfers or exchanges of the portion of the Securities not to be redeemed) or (ii) any Series, or to exchange Securities of any Series, a series for a period of 15 days before the record date first mailing of a notice of the Securities of that series which are to be redeemed. Prior to the due presentation for selection registration or transfer of any Security which was issued in registered form, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name the Security is registered as the absolute owner of the Security for redemption all purposes, and none of such Securitiesthe Company, the Trustee, the Paying Agent, the Registrar or any co-registrar will be affected by notice to the contrary. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the depository. The Trustee shall not be required have no responsibility or obligation to exchange any beneficial owner of a Global Security, a member of, or register transfers a participant in the Depositary or any other Person with respect to the accuracy of Securities the records of the Depositary or its nominee or of any Series called participant or being called for member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders of the Securities and all payments to be made to Holders under the Securities shall be given or made only to the registered Holders of the Securities (which shall be the Depositary or its nominee in whole the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. 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 part, except any Security (including any transfers between or among participants in the unredeemed portion Depositary or beneficial owners of interests in any Global Security) other than to require delivery of such Security being redeemed in partcertificates 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.

Transfer and Exchange. When The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Series are Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(a)(1) of the Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company 35 EXHIBIT 4.1 shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. If The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities are issued as Global Securitiesselected for redemption (except, in the case of Securities to be redeemed in part, the provisions portion thereof not to be redeemed) or any Securities for a period of Section 2.15 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall applybe affected by notice to the contrary. All Securities issued upon any registration of transfer or exchange pursuant to the terms of Securities shall be the valid obligations of the Company, evidencing this Indenture will evidence the same debt, debt and will be entitled to the same benefits under this Indenture, 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. When Securities of a Series are presented to the Registrar or a co-Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request or to exchange them for an equal principal amount of Securities of other authorized denominations of Securities of the same Seriesdenominations, the Registrar shall register the transfer or make the exchange as requestedrequested if its requirements, for such transactions are met. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. If All Securities are presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder or his attorney duly authorized in writing. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any registration of transfer or exchange, but not for any exchange pursuant to Sections 2.9, 3.5, 4.15 or 9.5 or any Tender not involving any transfer of Securities (other than to the Company). No service charge shall be made for any such transaction. In the case of any Security which is Tendered in part only, upon such Tender the Company shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, without service charge, a new Security or Securities of any authorized denomination as requested by such Holder in aggregate principal amount equal to the non-Tendered portion of the principal of such Security. No Securities will be issued as Global Securities, in denominations of less than $1000 upon tender of the provisions Securities nor shall any cash be paid by the Company in connection with a tender of Section 2.15 shall applythe Securities in payment of the Exercise Price of the Warrants other than in payment of fractional shares. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, debt of the same series 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon Upon surrender of any Security for registration of transfer of any Security at the office or agency maintained of the Company designated pursuant to Section 2.44.5 for such purpose in a Place of Payment, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate Principal Amount and tenor. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or 10.3, not involving any transfer). Notwithstanding any other provisions (other than the provisions set forth in the sixth and seventh paragraphs) of this Section, a Security in global form 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. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations, 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 Registrar’s requestCompany shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Bearer Securities may not be issued in exchange for Registered Securities. 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 or denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Bearer Securities to be exchanged at any office or agency of the Company located outside the United States, 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, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee or Paying Agent 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 Company, the Paying Agent and the 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 4.5, 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 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 as Global Securitiesin 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 Company shall execute, and the Trustee or a duly appointed authenticating agent shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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, 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, 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 form in an aggregate Principal Amount equal to the Principal Amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form in accordance with the instructions, if any, of the Depositary. 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 Securities. In such event 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 form and in an aggregate Principal Amount equal to the Principal Amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form in accordance with the instructions, if any, of the Depositary. Notwithstanding the foregoing, except as otherwise specified in the preceding two paragraphs or as contemplated by Section 2.15 2.3(a), any global Security shall applybe exchangeable only as provided in this paragraph. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities of such series and of like Principal Amount and tenor but of another authorized form and denomination, as specified as contemplated by Section 2.3(a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate Principal Amount equal to the Principal Amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered by the Depositary with respect thereto 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 or, in the case of Bearer Securities, an authenticating agent outside the United States shall authenticate and deliver, in exchange for each portion of such 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 global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 2.3(a), shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; PROVIDED, HOWEVER, that notwithstanding the last paragraph of this Section 2.8, no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date; and PROVIDED, FURTHER, that no Bearer Security or coupon delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any person that is not a United States Alien or to any location in the United States. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the office or agency where such exchange occurs 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, 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 such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security is payable in accordance with the provisions of this Indenture. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee. All cancelled Securities and coupons held by the Trustee shall be destroyed by the Trustee and a certificate of their destruction delivered to the Company unless the Company directs, by Company Order, that the Trustee shall cancel Securities and deliver a certificate of destruction to the Company. Registered Securities issued in exchange for a Security in global form pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Registered Securities to the persons in whose names such Securities are so registered. 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 Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrarduly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required (i) to issue, register transfers the transfer of Securities of any Series, or to exchange Securities of any Series, for series during a period beginning at the opening of business 15 days before the record date for any selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of that series to be redeemed and ending (except as otherwise provided in the first proviso in the eighth paragraph of this Section 2.8) at the close of business on (A) if Securities of the Series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Series called or being called Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of such any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon Upon surrender of any Security for registration of transfer of any Security at the office or agency maintained of the Company designated pursuant to Section 2.44.5 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s requestof any authorized denomination or denominations of a like aggregate Principal Amount and tenor. If Securities are issued as Global Securities, the provisions of Section 2.15 The Company shall apply. All Securities issued upon not charge a service charge for any registration of transfer or exchange of Securities shall be the valid obligations of the Companyexchange, 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation to a connection with the transfer or exchange, but this provision shall exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not apply to involving any change in ownership or any exchange pursuant to Section 2.11, 3.6 3.6, 9.5 or 8.510.3, not involving any transfer). The Trustee shall Notwithstanding any other provisions (other than the provisions set forth in the sixth and seventh paragraphs) of this Section, a Security in global form representing all or a portion of the Securities of a series may not be required transferred except as a whole by the Depositary for such series to register transfers 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. At the option of the Holder, Securities of any Series, or to exchange series may be exchanged for other Securities of the same series of any Seriesauthorized denomination or denominations, 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. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee or a period duly appointed authenticating agent shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. If at any time the Depositary for the Securities of 15 days before a series notifies the record date Company that it is unwilling or unable to continue as Depositary for selection for redemption the Securities of such Securities. The Trustee series, the Company shall not be required appoint a successor Depositary with respect to exchange or register transfers of the Securities of any Series called or being called such series. If a successor Depositary for redemption in whole or in part, except the unredeemed portion Securities of such Security being redeemed series is not appointed by the Company within 90 days after the Company receives such notice, 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 part.definitive form in an aggregate Principal Amount equal to the Principal

Transfer and Exchange. When Securities of (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Series are Security is presented to the a Registrar with a request to register the a transfer thereofthereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a transfer certificate, in the form included in Exhibit A attached hereto, and in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at the an office or agency maintained pursuant to Section 2.42.03, the Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate Securities of a like aggregate principal amount at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation to a transfer or exchangethereto, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.112.10, 3.6 Section 10.05, Article 3 or 8.5Article 5, in each case, not involving any transfer. The Neither the Company, any Registrar nor the Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities a transfer of any Series called Securities or being called for redemption portions thereof in whole or respect of which a Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, except the unredeemed portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such Security being redeemed in parttransfer or exchange.

Transfer and Exchange. When Securities of (a) Subject to Section 2.16, when a Series are Senior Note is presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law and of this Indenture are metmet and, and when such Securities of a Series Senior Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Senior Notes of other authorized denominations of Securities of the same Seriesdenominations, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 PROVIDED that every Senior Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuers and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney attorney, duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the office or agency maintained pursuant to Section 2.3 hereof, the Issuers shall issue and execute and the Trustee shall authenticate Senior Notes at the Registrar's request. Any exchange or transfer shall be without chargeany service charge to the Noteholder, except that the Company Issuers may require payment by the Holder Noteholder of a sum sufficient to cover any tax or other the governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, Senior Notes or to exchange Securities of any Series, Senior Notes for a period of 15 days before the record date for selection for redemption of such Securitiesany Senior Notes to be redeemed. The Trustee shall not be required to exchange or register transfers of Securities of any Series Senior Notes called or being called for redemption in whole or in part, except the unredeemed portion of such Security any Senior Note being redeemed in part. All Senior Notes issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Senior Notes surrendered upon such transfer or exchange.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for such transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange To permit registrations of transfers and exchanges, the Issuer shall execute Securities (with, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor thereof) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or transfer Global Securities. No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company Issuer may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Issuer shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the giving of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of transmission.

Transfer and Exchange. When Securities of a Series are presented to A holder may transfer or exchange New Second Lien Convertible Notes in accordance with the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities provisions of the same Series, the Registrar shall make the exchange as requestedNew Second Lien Convertible Notes Indenture. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute The registrar and the Trustee shall authenticate Securities at the Registrar’s requestmay require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of New Second Lien Convertible Notes. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall Holders will be the valid obligations of the Company, evidencing the same debt, and entitled required 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 pay all taxes required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writingapplicable law on transfer. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall ION will not be required to register transfers of Securities of transfer or exchange any SeriesNew Second Lien Convertible Note selected for redemption. Also, ION will not be required to transfer or to exchange Securities of any Series, New Second Lien Convertible Note for a period of 15 days before a selection of New Second Lien Convertible Notes to be redeemed. Additional Rights ION will issue one (1) share of Series A Preferred Stock (the record date for selection for redemption “Series A Preferred Stock”) to the Trustee to (i) provide certain rights and protections to the holders of such Securitiesthe New Second Lien Convertible Notes and (ii) allow, under certain circumstances detailed below, the holders to vote on an “as-converted” basis. The Trustee shall take direction from holders of 50.1% of the New Second Lien Convertible Notes for any action requiring the consent of the holder of the Series A Preferred Stock or each act on which the holder of the Series A Preferred Stock is entitled to vote. Following a default or event of default under the New Second Lien Convertible Notes Indenture, the Series A Preferred Stock shall be entitled to vote with the common stock of the Company as a single class and having voting power equal to the number of shares of common stock issuable upon the conversion of the New Second Lien Convertible Notes. In addition, at all times when the common stock is entitled to vote thereon, the Series A Preferred Stock shall be entitled to vote with the common stock of the Company as a single class and having voting power equal to the number of shares of common stock issuable upon the conversion of the New Second Lien Convertible Notes for any transaction: (a) modifying, amending, supplementing or waiving any provision of the Company’s organizational documents; or (b) entering into any merger, consolidation, sale of all or substantially all of the assets of the Company, or other business combination transaction. The holder of the Series A Preferred Stock shall have the right to appoint two (2) directors to the Board of the Company, both of whom shall be independent. The one share of Series A Preferred Stock shall (i) rank pari passu in respect of voting rights with respect to the common stock of the Company, (ii) have a liquidation preference equal to $1.00, (iii) not produce preferred dividends or ordinary dividends, (iv) not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in parttransferable, except to a successor Trustee under the unredeemed portion terms of such Security being the New Second Lien Convertible Notes Indenture, (v) not be convertible into any other class of equity of the Company and (vi) not be granted registration rights. The Series A Preferred Stock shall be governed in all respects by Delaware law. The Series A Preferred Stock may be redeemed by the Company upon the exercise into common stock of, in partthe aggregate, 75% or more of the New Second Lien Convertible Notes that were issued on the Closing Date. The redemption price shall be $1.00.

Transfer and Exchange. When Unless otherwise provided in the Supplemental Indenture relating to Securities of a Series series, Securities which are issued in registered form will be transferred only upon the surrender of the Securities for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall will register the transfer as requested if the requirements of applicable law Article VIII of the New York Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesseries of other denominations, the Registrar shall will make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall will execute and the Trustee shall will authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer 's 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5's request. The Trustee shall Company will not charge a fee for transfers or exchanges. The Company will not be required to register make, and the Registrar need not register, transfers or exchanges of (i) Securities selected for redemption (except, in the case of Securities to be redeemed in part, transfers or exchanges of the portion of the Securities not to be redeemed) or (ii) any Series, or to exchange Securities of any Series, a series for a period of 15 days before the record date for selection for redemption first mailing of such Securities. The Trustee shall not be required to exchange or register transfers a notice of the Securities of that series which are to be redeemed. Prior to the due presentation for registration or transfer of any Series called Security which was issued in registered form, the Company, the Trustee, the Paying Agent, the Registrar or being called any co-registrar may deem and treat the person in whose name the Security is registered as the absolute owner of the Security for redemption in whole all purposes, and none of the Company, the Trustee, the Paying Agent, the Registrar or in part, except any co-registrar will be affected by notice to the unredeemed portion of such Security being redeemed in partcontrary. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depository.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon Upon surrender of any Security for registration of transfer of any Security of a series at the office or agency maintained pursuant to Section 2.4of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of 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 the Registrar’s requestsuch office or agency. If Whenever any Securities are issued as Global Securitiesso surrendered for exchange, the provisions of Section 2.15 Company shall applyexecute, 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 Registrar or a co-registrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or a co-registrarduly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing. Any exchange or transfer No service charge shall be without chargemade for any registration of transfer or exchange of Securities, except that but the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a connection with any registration of transfer or exchangeexchange of Securities, but this provision shall not apply to any exchange other than exchanges pursuant to Section Sections 2.11, 3.6 3.08, 8.05 or 8.512.02 not involving any transfer. The Trustee 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 transfers the transfer of or exchange any Securities of any Seriesthat series (or of that series and specified tenor, or to exchange Securities of any Series, for as the case may be) during a period beginning at the opening of business 15 days before the record date for selection day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 3.03 and ending at the close of business on the day of such Securities. The Trustee shall not be required mailing, or (B) to register the transfer of or exchange or register transfers of Securities of any Series called or being called Security so selected for redemption in whole or in part, except the unredeemed portion of such any Security being redeemed in part.. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Transfer and Exchange. When Subject to the provisions of Sections 2.15 and 2.16, when Securities of a Series are presented to the Registrar or a co-Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request or to exchange them such Securities for an equal principal amount of Securities of other authorized denominations of Securities of the same Seriesseries, the Registrar or co-Registrar shall register the transfer or make the exchange as requested. To permit transfers and exchangesrequested if its requirements for such transaction are met; provided, upon surrender of any Security however, that the Securities surrendered for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 duly endorsed or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrarRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or transfer co-Registrar’s written request. No service charge shall be without chargemade for any registration of transfer or exchange, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other governmental charge that may be imposed in relation to a transfer payable upon exchanges or exchange, but this provision shall not apply to any exchange transfers pursuant to Section 2.112.02, 3.6 2.10, 3.06, or 8.59.05). The Trustee Registrar or co-Registrar shall not be required to register transfers of Securities the transfer or exchange of any Series, or to exchange Securities of any Series, for Security (i) during a period beginning at the opening of business 15 days before the record date for selection for mailing of a notice of redemption of Securities and ending at the close of business on the day of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called mailing and (ii) selected for redemption in whole or in partpart pursuant to Article Three hereof, except the unredeemed portion of such any Security being redeemed in part. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any Agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and none of the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any consent, waiver or actions of a Holder shall be binding upon any subsequent Holders of such Security or a Security received upon transfer. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest in a Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in a Global Security shall be required to be reflected in a book entry.

Transfer and Exchange. When Securities The Warrants shall be issued in registered form and shall be transferable only upon the surrender of a Series are Warrant Certificate for registration of transfer and in compliance with the provisions of this Agreement. When a Warrant is presented to the Warrant Registrar with a request to register the transfer thereofa transfer, the Warrant Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(a) of the Uniform Commercial Code are met, and when such Securities of a Series . When Warrants are presented to the Warrant Registrar with a request to exchange them for an equal principal amount number of Warrants of other authorized denominations of Securities of the same Seriesdenominations, the Warrant Registrar shall make the exchange as requestedrequested if the requirements of Section 8-401(a)(1) and (2) of the Uniform Commercial Code are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities Warrant Certificates at the Warrant Registrar’s 's request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge that may be imposed charges in relation to a transfer connection with any transfer, exchange or exchange, but this provision shall not apply to any exchange exercise pursuant to this Section 2.112.05. Subject to the restrictions set forth in this Section 2.05, 3.6 or 8.5. The Trustee shall not be required each Warrantholder may at any time and from time to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before time freely transfer its Warrant and the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption Warrant Shares in whole or in part. No Warrant has been, and the Warrant Shares at the time of their issuance may not be, registered under the Securities Act, and, except as provided in any separate agreement providing for registration rights, nothing herein contained shall be deemed to require the unredeemed portion Company to so register any Warrant or Warrant Shares. The Warrants and the Warrant Shares are issued or issuable subject to the provisions and conditions contained herein, and every Holder of a Warrant or Warrant Shares by accepting such Warrant or Warrant Shares agrees with the Company to such provisions and conditions, and represents to the Company that such Warrant has been acquired and the Warrant Shares will be acquired for the account of such Security being redeemed Warrantholder for investment and not with a view to or for sale in part.connection with any distribution thereof. Except as otherwise permitted by this Section 2.05, each Warrant (including each Warrant issued upon the transfer of any Warrant) and all Warrant Shares shall be stamped or otherwise imprinted with legends in substantially the following form:

Transfer and Exchange. When Securities of (a) Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Series are Security is presented to the a Registrar with a request to register the a transfer thereofthereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a transfer certificate, in the form included in Exhibit A attached hereto, and in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at the an office or agency maintained pursuant to Section 2.42.03, the Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate Securities of a like aggregate principal amount at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation to a transfer or exchangethereto, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.112.10, 3.6 Section 13.05, Article 5 or 8.5Article 7, in each case, not involving any transfer. The Neither the Company, any Registrar nor the Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers a transfer of any Securities or portions thereof selected for redemption (except, in the case of Securities of any Series called or being called for redemption in whole or to be redeemed in part, except the unredeemed portion thereof not to be redeemed) or any Securities in respect of such which a Repurchase Notice or Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security being redeemed in part, the portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for such transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange To permit registrations of transfers and exchanges, the Company shall execute Securities (with, if applicable, the Notation of Guarantee for such series executed by each Subsidiary Guarantor thereof) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or transfer Global Securities. No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer connection therewith (other than such tax or exchange, but this provision shall not apply to any exchange other governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 Section 3.07 or 8.5Section 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the giving of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of transmission. The transferor of any Securities shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a certificated Security for a Global Security, the Company or the Depositary shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Transfer and Exchange. When The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Series are Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law this Indenture and Section 8-401(1) of the Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-registrar’s request. If The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.08 and 9.05). The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities are issued as Global Securitiesselected for redemption (except, in the case of Securities to be redeemed in part, the provisions portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to Section 2.15 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent, the Registrar or any co-registrar shall applybe affected by notice to the contrary. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any registration of transfer or exchange pursuant to the terms of Securities this Indenture shall evidence the same debt and shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for such transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange To permit registrations of transfers and exchanges, the Company shall execute Securities (and if applicable, each Subsidiary Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities or transfer Global Securities. No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 Section 3.07 or 8.5Section 9.05). The Trustee shall authenticate such Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When Subject to the provisions of Section 2.10, where Securities of a Series are presented to the Registrar with a request to register transfer or to exchange them for an equal Principal amount of Securities of the transfer thereofsame series of other denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requestedif its requirements for such transactions are met. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at The Registrar shall not be required to register the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of (i) Securities shall be of any series during a 15-day period beginning at the valid obligations opening of business 15 days before the Companyday of mailing of a redemption notice pursuant to Section 3.3 with respect to Securities of such series or (ii) any Security selected for redemption in whole or in part, evidencing except the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration unredeemed portion of transfer or exchangea Security redeemed in part. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Trustee and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, along with a certification of non-foreign status duly executed by the transferee of such Security. Any Each Security surrendered for registration of transfer and exchange or transfer shall be without chargecancelled and subsequently disposed of by the Trustee in accordance with its customary practice. To permit registration of transfer and exchanges, the Trustee shall authenticate Securities at the Registrar's request. No service charge shall be made to any Securityholder for any transfer or exchange of Securities, except that the Company Issuer may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that which may be imposed in relation to a any such transfer or exchange, but this provision shall not apply to any exchange other than exchanges pursuant to Section 2.112.10, 3.6 or 8.59.5. The Trustee shall not be required to register transfers of Notwithstanding the foregoing, Securities of any Series, or to exchange a series may be exchanged only for Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partsame series having identical terms.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security Upon presentation for registration of transfer of a Registered Security of any series at the office or agency of the Company maintained pursuant to Section 2.4for such purposes in a 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 Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding and containing identical terms and provisions. Notwithstanding any other provision of this Section, 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 or within a series may not be transferred except as a whole by the depositary for such series to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor depositary for such series or a nominee of such successor depositary. At the option of the Holder, Registered Securities of any series (other than a global Security, except as provided below or as otherwise specified as contemplated by Section 2.02) may be exchanged for other Registered Securities of the same series of any authorized denominations and of a like aggregate principal 20 amount and containing identical terms and provisions, upon surrender of the Securities to be exchanged at any 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. Unless otherwise specified with respect to any series of Securities as contemplated by Section 2.02, Bearer Securities may not be delivered by the Trustee in exchange for Registered Securities. If so provided pursuant to Section 2.02 with respect to the Securities of any series, at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations option of the CompanyHolder, evidencing Bearer Securities of such series (other than a global Security, except as provided below or as otherwise specified as contemplated by Section 2.02) may be exchanged for Registered Securities of such series containing identical terms of any authorized denominations and of a like aggregate principal amount, upon surrender of the same debt, and entitled Bearer Securities to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer be exchanged at any office or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required agency maintained by the Company for such purpose in a place of payment for such series, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the Registrar surrender of such missing coupon or a co-registrar) coupons may be duly endorsed, or be accompanied waived by a written instrument of transfer in form satisfactory to the Company and the Registrar Trustee if there is furnished to them such security or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company indemnity as they may require payment by 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 sum sufficient payment shall have been made, such Holder shall be entitled to cover receive the amount of such payment, provided, however, that, except as otherwise provided in Section 4.01, 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 tax series is surrendered at any such office or other governmental charge that agency for such series in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency (i) on any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) on any special record date and before the opening of business at such office or agency on the related date for payment of defaulted interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be, and interest or defaulted interest, as the case may be, will not be imposed payable on such Interest Payment Date or proposed date of payment, as the case may be, in relation to a transfer or exchangerespect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon in accordance with the provisions of this provision shall not apply to Indenture. Whenever any Securities are so surrendered for exchange pursuant to Section 2.11the immediately preceding paragraph, 3.6 or 8.5. The the Company shall execute, and the Trustee shall not be required authenticate and deliver, the Securities which the Holder making the exchange is entitled to register transfers of receive. Except as otherwise provided with respect to the Securities of any Seriesseries as contemplated by Section 2.02, a global Security may be exchanged only as provided below in this Section. If at any time the depositary with respect to a global Security representing all or a portion of the Securities of or within a series notifies the Company that it is unwilling, unable or ineligible to continue as such depositary, the Company shall appoint a successor depositary with respect to such Securities. Unless otherwise provided with respect to a series of Securities as contemplated by Section 2.02, if a successor depositary is not so appointed by the Company within 90 days after the Company receives such notice, the Company will execute and the Trustee, upon receipt of a written order of the Company as contemplated by Section 2.04 for the authentication and delivery of definitive Securities of such series (or, if such written order has previously been delivered, then upon receipt of written instructions from the person or persons specified in such written order), will authenticate and deliver Securities of such series in definitive form equal in aggregate principal amount to the principal amount of the global Security or Securities representing such series 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, for a period series issued in the form of 15 days before the record date for selection for redemption of one or more global Securities shall no longer be represented by such global Security or Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.In 21

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon Upon surrender of any Security for registration of transfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 2.43.02, the Company shall execute execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the Registrar’s requestsuch office or agency. If Whenever any Securities are issued as Global Securitiesso surrendered for exchange, the provisions Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of Section 2.15 transfer or exchange shall apply(if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Securities or Global Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered No service charge shall be made to a holder for any registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsedexchange, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5connection therewith. The Trustee Company shall not be required to (i) issue, register transfers the transfer of Securities of any Series, or to exchange Securities of any Series, for during a period beginning at the opening of business 15 days before the record date for day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such Securities. The Trustee shall not be required to mailing; or (ii) register the transfer of or exchange or register transfers of Securities of any Series called or being called Security so selected for redemption in whole or in part, except the unredeemed portion of such any Security being redeemed in part.

Transfer and Exchange. When At the option of the Holder thereof, Securities of any series (other than a Series are presented to the Registrar with Global Security, except as set forth below) may be exchanged for a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Security or Securities of a Series are presented to the Registrar with a request to exchange them for such series and tenor having authorized denominations and an equal aggregate principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesamount, upon surrender of any Security for registration of transfer such Securities to be exchanged at the office or agency of the Company that shall be maintained pursuant to for such purpose in accordance with Section 2.42.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securitiesand deliver, the provisions of Section 2.15 shall applySecurities 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 transfer, exchange, redemption or for exchange payment shall (if so required by the Company or the Registrar or a co-registrarTrustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar or a co-registrar, Trustee duly executed by by, the Holder thereof holder or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to connection with any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers registration of Securities transfer of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee No service charge shall not be required to exchange or register transfers made for any such transaction. Notwithstanding any other provision of Securities of any Series called or being called for redemption this Section 2.07, unless and until it is exchanged in whole or in partpart for Securities in definitive registered form, except the unredeemed 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 any Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Global Securities. If a successor Depositary eligible under applicable law for such Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company's order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Securities, in exchange for such Global Securities. The Company may at any time and in its sole discretion determine that any Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company's order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver, Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Securities, in exchange for such Global Securities. Any time the Securities of any series are not in the form of Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Securities without the legend required by Section 2.02 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture. If established by the Company pursuant to Section 2.03 with respect to any Global Security, the Depositary for such Global Security being redeemed may surrender such Global Security in part.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 shall authenticate and deliver, without service charge,

Transfer and Exchange. When Securities of a Series Subject to Sections 2.15 and 2.16 when Notes are presented to the Registrar or a co-registrar with a request to register the a transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request or to exchange them for an equal principal amount of Notes of other authorized denominations of Securities of the same Seriesdenominations, the Registrar shall register the transfer or make the exchange as requested. To permit transfers and exchangesif its requirements for such transaction are met; provided, upon surrender of however, that any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form satisfactory to the Company Registrar and the Registrar or a co-registrar, Trustee duly executed by the Holder thereof of such Note or his by its attorney duly authorized in writing. Any exchange or transfer shall be without chargeTo permit registrations of transfers and exchanges, except that the Company may require payment by shall Issue (and the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchangeSubsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), but this provision and the Trustee shall not apply to any exchange pursuant to Section 2.11authenticate, 3.6 or 8.5Notes at the Registrar's request. The Trustee shall not notify the Company of all such registered transfers and exchanges. Neither the Company nor the Registrar shall be required to issue, register transfers the transfer of Securities or exchange any Note (i) during a period beginning at the opening of business on the day that the Trustee receives notice of any Seriesredemption from the Company and ending at the close of business on the day the notice of redemption is sent to Holders, or to exchange Securities of any Series(ii) selected for redemption, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security any Note being redeemed in partpart may be transferred or exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.06 or 9.05, which the Company shall pay). Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Note and for all other purposes, and notice to the contrary shall not affect the Trustee, any Agent or the Company.

Transfer and Exchange. When Securities of a Series are presented Subject to the Registrar terms and conditions of this Additional Investment Right and compliance with a request to register the transfer thereofall applicable securities laws, the Registrar shall register the transfer as requested if the requirements of applicable law are met, this Additional Investment Right and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that all rights hereunder may be imposed in relation to a transfer or exchangetransferred, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except only (a) to one or more of the unredeemed portion Affiliates of the Registered Holder and only if such Security being redeemed Affiliate is an "accredited investor" under Regulation D under the Securities Act and agrees to be bound by the terms and obligations of this Additional Investment Right and the Agreement; provided that, solely with respect to Deutsche Bank, AG London Branch and solely for purposes of Section 9 and Section 10, "Affiliate" shall include QVT Financial LP and any Affiliates of QVT Financial LP, including without any limitation any accounts or entities managed, advised or controlled by QVT Financial LP, regardless of its relationship, if any, with Deutsche Bank, AG London Branch, (b) in parta sale effectuated pursuant to Rule 144 or (c) in an offering registered under Section 5 of the Securities Act. Any transfer of this Additional Investment Right shall be made on the books of the Company maintained for such purpose at the principal office of the Company referred to above, by the Registered Holder hereof in person, or by duly authorized attorney, upon delivery of the form of Assignment attached hereto as Exhibit 2, upon surrender of this Additional Investment Right properly endorsed and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any permitted partial transfer of the Additional Investment Right, the Company will issue and deliver to the Registered Holder a new Additional Investment Right or Additional Investment Rights ("New Additional Investment Rights"), in substantially the form of this Additional Investment Right, with respect to the shares of Common Stock not so transferred. Each taker and holder of this Additional Investment Right, by taking or holding the same, consents and agrees that when this Additional Investment Right shall have been so endorsed, the person in possession of this Additional Investment Right may be treated by the Company, and all other persons dealing with this Additional Investment Right, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; provided, however that until a transfer of this Additional Investment Right is duly registered on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all purposes. Upon any full or partial transfer of the Additional Investment Right pursuant to clause (b) or clause (c), all restrictions applicable to the transfer of the Additional Investment Right shall cease.

Transfer and Exchange. When At the option of the Holder thereof, Registered Securities of any series (other than a Series are presented to the Registrar with Registered Global Security, except as set forth below) may be exchanged for a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Registered Security or Registered Securities of a Series are presented to the Registrar with a request to exchange them for such series and tenor having authorized denominations and an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesaggregate Principal amount, upon surrender of any Security for registration of transfer such Registered Securities to be exchanged at the office or agency of the Company that shall be maintained pursuant to for such purpose in accordance with Section 2.42.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securitiesand deliver, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or which the Holder making the exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and is entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchangereceive. Every Security presented or surrendered Upon surrender for registration of transfer or for exchange shall (if so required by of any Registered Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the Registrar same series, of any authorized denominations and of like tenor and aggregate Principal amount. All Registered Securities presented for registration of transfer, exchange, redemption or a co-registrar) payment shall be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by by, the Holder thereof holder or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to connection with any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers registration of Securities transfer of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee No service charge shall not be required to exchange or register transfers made for any such transaction. Notwithstanding any other provision of Securities of any Series called or being called for redemption this Section 2.07, unless and until it is exchanged in whole or in partpart for Securities in definitive registered form, except the unredeemed a Registered 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 any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities. If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of an Authentication Order and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver Registered Securities of such series and tenor, in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Registered Global Securities, in exchange for such Registered Global Securities. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Registered Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt an Authentication Order and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver, Registered Securities of such series and tenor in any authorized denominations, in an aggregate Principal amount equal to the Principal amount of such Registered Global Securities, in exchange for such Registered Global Securities. If established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security being redeemed may surrender such Registered Global Security in part.exchange in whole or in part for Registered 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 shall authenticate and deliver, without service charge to the Depositary,

Transfer and Exchange. When Securities of (a) Subject to compliance with any applicable additional requirements contained in Section 2.09 or Section 2.15, when a Series are Security is presented to the a Registrar with a request to register the a transfer thereofthereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at the an office or agency maintained pursuant to Section 2.42.05, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s request. If Any exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto. None of the Company, any Registrar or the Trustee shall be required to register a transfer or exchange of any Securities are issued as Global Securitiesfor which the Holder has delivered, and not validly withdrawn, a Fundamental Change Repurchase Notice, except, in the provisions case of Section 2.15 shall applya partial repurchase, with respect to that portion of the Securities not being repurchased. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof such Securities or to exchange such Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requestedrequested if its requirements and the requirements of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on which instruction the Registrar can rely. To permit registrations of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company and the Subsidiary Guarantors shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If 's written request and submission of the Securities are issued as or Global Securities, the provisions of Section 2.15 . No service charge shall apply. All Securities issued upon be made to a Holder for any registration of transfer or exchange of Securities shall be the valid obligations of the Company(except as otherwise expressly permitted herein), 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable upon exchanges pursuant to Section 2.112.12, 3.6 3.07 or 8.59.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon Upon surrender of any Security for registration of transfer of any Security at the office or agency maintained of the Company designated pursuant to Section 2.44.5 for such purpose in a Place of Payment, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate Principal Amount and tenor. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or 10.3, not involving any transfer). Notwithstanding any other provisions (other than the provisions set forth in the sixth and seventh paragraphs) of this Section, a Security in global form 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. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations, 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 Registrar’s requestCompany shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Bearer Securities may not be issued in exchange for Registered Securities. 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 or denominations 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, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee 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 Company and the 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 4.5, 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 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 as Global Securitiesin 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 Company shall execute, and the Trustee or a duly appointed authenticating agent shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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, 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, 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 form in an aggregate Principal Amount equal to the Principal Amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. 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 Securities. In such event 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 form and in an aggregate Principal Amount equal to the Principal Amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. Notwithstanding the foregoing, except as otherwise specified in the preceding two paragraphs or as contemplated by Section 2.15 2.3(a), any permanent global Security shall applybe exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interests for definitive Securities of such series and of like Principal Amount and tenor but of another authorized form and denomination, as specified as contemplated by Section 2.3(a), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate Principal Amount equal to the Principal Amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Depositary with respect thereto 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 permanent 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 permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 2.3(a), shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; PROVIDED, HOWEVER, that notwithstanding the last paragraph of this Section 2.8, no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date; and PROVIDED, FURTHER, that in connection with its original issuance, no Bearer Security or coupon delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any person that is not a United States Alien or to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs 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 the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, 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 such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee. Registered Securities issued in exchange for a Security in global form pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Registered Securities to the persons in whose names such Securities are so registered. 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 Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrarduly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the The Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required (i) to issue, register transfers the transfer of Securities of any Series, or to exchange Securities of any Series, for series during a period beginning at the opening of business 15 days before the record date for any selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of that series to be redeemed and ending (except as otherwise provided in the first proviso in the eighth paragraph of this Section 2.8) at the close of business on (a) if Securities of the Series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (b) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Series called or being called Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of such any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption.

Transfer and Exchange. When Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.01, when Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof those Securities or to exchange those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for those transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange or transfer To permit registrations of transfers and exchanges, the Company shall execute Securities and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities (other than Global Securities). No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable on exchanges pursuant to Section 2.112.13, 3.6 Section 5.07 or 8.5Section 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article V, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 days before the giving of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of giving of such notice. None of the Company, the Trustee, the Paying Agent and the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among DTC participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. When Securities of a Series are presented Subject to the Registrar terms and conditions of this Warrant and compliance with a request to register the transfer thereofall applicable securities laws, the Registrar shall register the transfer as requested if the requirements this Warrant and all rights hereunder (and any shares of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities Common Stock acquired on exercise of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrarWarrant) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchangetransferred, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except only (a) to one or more of its affiliates if such affiliate is an "accredited investor" under Regulation D under the unredeemed Securities Act and agrees to be bound by the terms and obligations of this Warrant and the Agreement, (b) in a sale effectuated pursuant to Rule 144 promulgated under the Securities Act, (c) in an offering registered under Section 5 of the Securities Act, or (d) in a private transaction otherwise exempt from registration under the Securities Act. Any such transfer shall be made on the books of the Company maintained for such purpose at the principal office of the Company referred to above, by the Registered Holder hereof in person, or by duly authorized attorney, upon surrender of this Warrant properly endorsed and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any permitted partial transfer of the Warrant, the Company will issue and deliver to the Registered Holder a new Warrant or Warrants with respect to the shares of Common Stock not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company, and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented hereby, any notice to the contrary notwithstanding; PROVIDED, HOWEVER, that until a transfer of this Warrant is duly registered on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all purposes. Upon any full or partial transfer of the Warrant or the shares of Common Stock acquired on exercise of the Warrant pursuant to clause (b) or clause (c) of the first sentence of this Section 9.1, all restrictions applicable to the transfer of the Warrant or such Common Stock, or portion of such Security being redeemed in partthereof, so transferred shall cease.

Transfer and Exchange. When Securities The Debentures shall be issued in registered form and shall be transferable only upon the surrender of a Series are Debenture for registration of transfer. When a Debenture is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(1) of the Uniform Commercial Code are met, and when such Securities of a Series . When Debentures are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Debentures of other authorized denominations of Securities of the same Seriesdenominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities Debentures at the Registrar’s 's or co-registrar's request. If Securities are issued as Global SecuritiesThe Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Debentures selected for redemption (except, in the case of Debentures to be redeemed in part, the provisions portion thereof not to be redeemed) for a period of Section 2.15 shall apply15 days before a selection of Debentures to be redeemed or 15 days before an interest payment date. All Securities issued upon any Prior to the due presentation for registration of transfer of any Debenture, the Company, Trustee, the Paying Agent, the Registrar or exchange any co-registrar may deem and treat the Person in whose a Debenture is registered as the absolute owner of Securities shall be such Debenture for the valid obligations purpose of receiving payment of principal of and interest o such Debenture and for all other purposes whatsoever, whether or not such Debenture is overdue, and none of the Company, evidencing the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. All Debentures issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Securities Debentures 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.1: When Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof those Securities or to exchange those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for those transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange or transfer To permit registrations of transfers and exchanges, the Company shall execute Securities and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities (other than Global Securities). No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable on exchanges pursuant to Section 2.112.13, 3.6 Section 5.7 or 8.5Section 9.5). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.4. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article V, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security Upon due presentation for registration of transfer of any Security of any series at the office or agency maintained pursuant to Section 2.4of any Registrar, the Company TLGI shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities at of the Registrar’s request. If Securities are issued as Global Securitiessame series, the provisions of Section 2.15 shall applymaturity date, interest date, if any, and original issue date in authorized denominations for a like aggregate principal amount. 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 TLGI or the Registrar or a co-registrarTrustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company TLGI and the Registrar or a co-registrar, Trustee duly executed by by, the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without chargeAt the option of the Holder thereof, Securities of any series (other than a Global Security, except that as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the Company office of the Registrar. TLGI may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a connection with any registration of transfer of Securities. No service charge shall be made for any such transaction or exchange, but this provision shall not apply to for any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, series for any such transaction or to for any exchange of Securities of any Series, for a period of 15 days before series as contemplated by the record date for selection for redemption of such Securitiesimmediately preceding paragraph. The Trustee TLGI shall not be required to exchange or register transfers a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Securities of such series to be redeemed, (b) any Series Securities selected, called or being called for redemption redemption, in whole or in part, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Security if the Holder thereof has exercised his right, if any, to require TLGI to repurchase such Security in whole or in part, except the unredeemed portion of such Security being redeemed not required to be repurchased. Notwithstanding any other provision of this Section 2.10, unless and until it is exchanged in part.whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies TLGI that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.04, TLGI shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by TLGI within 90 days after TLGI receives such notice or becomes aware of such ineligibility, TLGI's election pursuant to Section 2.01 that such Securities be represented by one or more Global Securities shall no longer be effective and TLGI shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. TLGI may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event TLGI shall execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by TLGI pursuant to Section 2.01 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to TLGI and such Depositary. Thereupon, TLGI shall execute, and the Trustee shall authenticate and deliver, without service charge,

Transfer and Exchange. When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.42.4 hereof, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrarRegistrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrarRegistrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.58.5 hereof. The Trustee shall not be required to register transfers of Securities of any Series, Series or to exchange Securities of any Series, Series for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among the Depositary or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee, or any of it respective agents, shall have responsibility for any actions taken or not taken by a Depositary. The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, the applicable Depositary or other Person with respect to the accuracy of the records of a Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the applicable Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the applicable Depositary with respect to its members, participants and any beneficial owners.

Transfer and Exchange. When Except as set forth in Section 2.16 or as may be provided pursuant to Section 2.1, when Securities of a Series any series are presented to the Registrar with a the request to register the transfer thereofof those Securities or to exchange those Securities for an equal principal amount of Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall or make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute requested if its requirements and the Trustee shall authenticate Securities at the Registrar’s request. If Securities requirements of this Indenture for those transactions are issued as Global Securitiesmet; provided, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Companyhowever, evidencing the same debt, and entitled to the same benefits under this Indenture, as that 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 Registrar or a co-registrar) be duly endorsed, endorsed or be accompanied by a written instrument instruction of transfer in form reasonably satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or by his attorney attorney, duly authorized in writing, on which instruction the Registrar can rely. Any exchange or transfer To permit registrations of transfers and exchanges, the Company shall execute Securities (and, if applicable, each Guarantor with respect to such series shall execute the Notation of Guarantee for such series) and the Trustee shall authenticate such Securities at the Registrar’s written request and submission of the Securities (other than Global Securities). No service charge shall be without chargemade to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), except that but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed payable in relation to a connection therewith (other than such transfer tax or exchange, but this provision shall not apply to any exchange similar governmental charge payable on exchanges pursuant to Section 2.112.13, 3.6 5.7 or 8.59.5). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.4. Notwithstanding any other provisions of this Indenture to the contrary, the Company shall not be required to register transfers the transfer or exchange of Securities of (a) any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called Security selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of such any Security being redeemed in partpart or (b) any Security during the period beginning 15 Business Days before the mailing of notice of any offer to repurchase Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the date of mailing.

Transfer and Exchange. When The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Series are Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(1) of the Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-registrar’s request. If The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities are issued as Global Securitiesselected for redemption (except, in the case of Securities to be redeemed in part, the provisions portion thereof not to be redeemed) or any Securities for a period of Section 2.15 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall applybe affected by notice to the contrary. All Securities issued upon any registration of transfer or exchange pursuant to the terms of Securities shall be the valid obligations of the Company, evidencing this Indenture will evidence the same debt, debt and will be entitled to the same benefits under this Indenture, 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

Transfer and Exchange. When Securities of a Series are presented As provided in the Indenture and subject to the Registrar with a request to register certain limitations therein set forth, the transfer thereof, of this Security is registrable in the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchangesSecurity Register, upon surrender of any this Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, of the Company shall execute in any place where the principal of and the Trustee shall authenticate Securities at the Registrar’s request. If Securities interest on this Security are issued as Global Securitiespayable, the provisions of Section 2.15 shall apply. 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 Registrar or a co-registrar) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or a co-registrar, duly executed by by, the Holder thereof hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Any exchange or transfer As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be without chargemade for any such registration of transfer or exchange, except that but the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be imposed in relation overdue, and neither the Company, the Guarantors, the Trustee nor any such agent shall be affected by notice to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in partcontrary.

Transfer and Exchange. When The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Series are Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register the transfer thereofa transfer, the Registrar shall register the transfer as requested if the requirements of applicable law Section 8-401(1) of the Uniform Commercial Code are met, and when such . When Securities of a Series are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Seriesother denominations, the Registrar shall make the exchange as requestedrequested if the same requirements are met. To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. If The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.06. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities are issued as Global Securitiesselected for redemption (except, in the case of Securities to be redeemed in part, the provisions portion thereof not to be redeemed) or any Securities for a period of Section 2.15 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall applybe affected by notice to the contrary. All Securities issued upon any registration of transfer or exchange pursuant to the terms of Securities shall be the valid obligations of the Company, evidencing this Indenture will evidence the same debt, debt and will be entitled to the same benefits under this Indenture, 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 Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.