Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented upon surrender for registration of transfer of any Note, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or a cosuch Holder’s attorney-Registrar with a request to register in-fact duly authorized in writing, at the transfer office or agency of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Company-designated Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedpursuant to Section 2.03, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, (i) the Company shall execute execute, and the Trustee (or any authenticating agent) shall authenticate Securities at and deliver, in the Registrar’s name of the designated transferee or co-Registrar’s requesttransferees, one or more new Notes of any authorized denomination or denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture and (ii) the Registrar shall record the information required pursuant to Section 2.03 regarding the designated transferee or transferees in the Register. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of, transfer or exchange of the Notes from the Holder requesting such transfer or exchange. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged, at such office or agency, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney-in-fact duly authorized in writing, and documents of identity and title satisfactory to Registrar. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. The Registrar or co-Registrar Company shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in partmake, and (iii) during the Registrar need not register, transfers or exchanges of Notes in respect of which a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained validly withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Notes to be repurchased in part, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance portion of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security Notes not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountrepurchased).

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of transfer of such Securities any Security at the office or agency of the Company designated pursuant to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements Section 4.5 for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangespurpose, 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 of any authorized denomination or co-Registrar’s requestdenominations of a like aggregate Principal Amount and tenor. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewith. The Registrar or co-Registrar shall not be required to register with the transfer of 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 (iother 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 opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the mailing relevant Redemption Date. If a Security is issued in exchange for any portion of a notice permanent global Security after the close of redemption 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 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 2.8 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 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 Trustee) 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. The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before any selection 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 such mailingthe mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption redemption, in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of (a) any Security (i) during Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of Securities to be redeemed, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any a Security being redeemed in part, and the portion not to be redeemed) or (iiic) during any Securities or portions thereof in respect of which a Change of in Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Security (or its agent), and that ownership the purchase of a beneficial interest Security in part, the Security portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to Sections 2.15 the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture are met and 2.16if the transferee certifies to the Issuer and Registrar that: (i) under the terms of the Security, when the Person seeking registration of transfer is eligible to have the Security registered in its name, (ii) the indorsement or instruction is made by the appropriate Person or by an agent who has actual authority to act on behalf of the appropriate Person, (iii) reasonable assurance is given that the indorsement or instruction is genuine and authorized, (iv) any applicable law relating to the collection of taxes has been complied with, (v) the transfer does not violate any restriction on transfer imposed by the Issuer, (vi) a demand that the Issuer not register transfer has not become effective (or, if such a demand has become effective, the Issuer has given notice to the Person making such demand stating that (x) registration of transfer of the Security is sought, (y) a demand that the Issuer not register transfer had previously been received and (z) the Issuer shall withhold registration for 10 days from the date of communication of such notice), and (vii) the transfer is in fact rightful or is to a Protected Purchaser. When Securities are presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Securities or to exchange such Securities them for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate and deliver Securities at the Registrar’s or co-Registrarregistrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable in connection therewithupon exchange or transfer pursuant to Section 4.08 and Section 9.04) . The Registrar or co-Registrar Issuer shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected and delivered for redemption or any Securities for a period of 15 days before an Interest Payment Date. Prior to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest (and Additional Amounts, if any) on such Security and for all other purposes whatsoever, whether or not presentation of such Security is overdue, and none of the Issuer, the Trustee, any Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. All Securities issued upon any 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 transfer or exchange. 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 (iincluding any transfers between or among participants in DTC or beneficial owners of interests in any Global Security) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day other than to require delivery of such mailing, (ii) selected for redemption in whole certificates and other documentation or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in partevidence as are expressly required by, and (iii) during a Change of Control Offer or an Net Proceeds Offer to do so if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained when expressly required by the Holder of such Global Security (or its agent)terms of, this Indenture, and that ownership of a beneficial interest in to examine the Security shall be required same to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance determine substantial compliance as to form with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 express requirements hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.13, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; providedPROVIDED, howeverHOWEVER, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer Transfer Certificate each in the form included in EXHIBIT A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 5.02, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not be required apply to register the transfer of or any exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article ThreeSection 2.06, except the unredeemed portion of any Security being redeemed in part2.09, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent2.13(a)(1), and that ownership of a beneficial interest in 3.06, 4.03(d), 5.11, 10.05 or 11.02. Neither the Security Company, any Registrar nor the Trustee shall be required to be reflected in exchange or register a book-entry system. Upon the occurrence transfer of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one any Securities or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests portions thereof selected or called for redemption (except, in the restricted Global Securities accepted for exchange case of redemption of a Security in part, the Exchange Offer and portion not to be redeemed) or (b) unrestricted any Securities or portions thereof delivered for repurchase by the Holder thereof (except, in an aggregate principal amount equal the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the principal amount of same benefits under this Indenture, as the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon presentation for registration of transfer of such Securities a Registered Security of any series at the office or to exchange such Securities for an equal principal amount agency of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements Company maintained for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant purposes in a Signature Guarantee Medallion Program. To permit registrations place of transfers and exchangespayment 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 at of the Registrar’s or co-Registrar’s request. No service charge shall be made for same series of any registration of transfer or exchange, but the Company may require payment authorized denominations and of a sum sufficient to cover like aggregate principal amount, bearing a number not contemporaneously outstanding and containing identical terms and provisions. Notwithstanding any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer other provision of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities this Section, unless and ending at the close of business on the day of such mailing, (ii) selected for redemption 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 Article ThreeSection 2.02 with respect to the Securities of any series, at the option of the Holder, Bearer Securities of such series (other than a global Security, except the unredeemed portion 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 Security being redeemed authorized denominations and of a like aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any office or agency maintained by the Company for such purpose in parta place of payment for such series, with all unmatured coupons and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawnall matured coupons in default thereto appertaining. Any If the Holder of a beneficial interest Bearer Security is unable to produce any unmatured coupon or coupons or matured coupon or coupons in a Global Security shalldefault, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities exchange may be effected only through a book-entry system maintained 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 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 Global 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 4.01, 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 series is surrendered at any such office or 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 its agent)agency on the relevant Interest Payment Date, or (ii) on any special record date and that ownership before the opening of a beneficial interest in business at such office or agency on the related date for payment of defaulted interest, such Bearer Security shall be required 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 reflected payable on such Interest Payment Date or proposed date of payment, as the case may be, in a book-entry system. Upon the occurrence respect of the Exchange Offer Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon in accordance with the Registration Rights Agreementprovisions of this Indenture. Whenever any Securities are so surrendered for exchange pursuant to the immediately preceding paragraph, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Except as otherwise provided with respect to the 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 issue andexecute and the Trustee, upon receipt of an 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 accordance with Section 2.02 hereofsuch written order), the Trustee will authenticate (a) one or more Unrestricted Global and deliver Securities of such series in an definitive form equal in aggregate principal amount equal to the principal amount of the beneficial interests 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 issued in the restricted Global form of one or more global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offershall no longer be represented by such global Security or Securities. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.In 21

Transfer and Exchange. Subject to Sections 2.15 The Securities shall be issued in registered form and 2.16, when Securities are shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with the Appendix. When a Security is presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsa transfer, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its (x) the requirements for of Section 8-401(l) of the Uniform Commercial Code and any other applicable provisions of law are met and (y) such transaction are met; providedtransfer complies with the provisions of the Appendix to this Indenture, however, that the if applicable. Definitive Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form and substance reasonably satisfactory to the Company and the Registrar or co-Registrarregistrar, duly executed by the Holder thereof or his attorney duly authorized in writing including writing. When Securities are presented to the signature Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements as for a participant in a Signature Guarantee Medallion Programtransfer thereof are met. To permit registrations registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-Registrar’s registrar's request. No service charge shall be made for any registration of transfer or exchange, but the The Company may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or similar governmental charge payable in connection therewithexchange pursuant to this Section 2.06. The Registrar or co-Registrar Company shall not be required to make and the Registrar need not register the transfer of transfers or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption exchanges of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption (except, in whole or in part pursuant the case of Securities to Article Three, except the unredeemed portion of any Security being 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 (iii) during treat the Person in whose name a Change Security is registered as the absolute owner of Control Offer such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or an Net Proceeds Offer if not such Security is tendered pursuant overdue, and none of the Company, the Trustee, the Paying-Agent, the Registrar or any co-registrar shall be affected by notice to such Change of Control Offer or Net Proceeds Offer and not withdrawnthe contrary. Any Holder of a beneficial interest in a any Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Securities Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the such Global Security shall be required to be reflected in a book-entry systembook entry. Upon All Securities issued upon any transfer or exchange pursuant to this Section 2.06 will evidence the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company same debt and will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal be entitled to the principal amount of same benefits under this Indenture as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities (having the Guarantee endorsed thereon by the Guarantor) of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities (having the Guarantee endorsed thereon by the Guarantor) which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject (a) Upon surrender for registration of transfer of any Security of any Series at the office or agency of the Applicable Issuer maintained for such purpose, such Issuer shall execute, and upon receipt of an Authentication Order, 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 denomination or denominations, of like tenor and aggregate principal amount and, as to Sections 2.15 Guaranteed Securities, having endorsed thereon a Guarantee executed by the Guarantor. At the option of the Holder, Securities of any Series (other than a Global Security) may be exchanged for other Securities of the same Series of any authorized denomination or denominations of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the office or agency of the Applicable Issuer maintained for such purpose and, as to Guaranteed Securities having endorsed thereon a Guarantee executed by the Guarantor. Upon receipt at such office or agency of an appropriate request for exchange, the Applicable Issuer shall execute, and 2.16upon receipt of an Authentication Order, when the Trustee shall authenticate and deliver in the name of the exchanging Holder, one or more new Securities are presented of the appropriate Series of any authorized denomination or denominations of like tenor and aggregate principal amount to the Registrar Securities surrendered for exchange. Every Security presented or a co-Registrar with a request to register the surrendered for registration of transfer of or for exchange shall (if so required by such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsIssuer, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Applicable Issuer, the Registrar and the Registrar or co-RegistrarTrustee duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountwriting.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Change of in Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Security (or its agent), and that ownership the purchase of a beneficial interest Security in part, the Security portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 2.12 and 2.163.06 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with 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 such Holder’s attorney duly authorized in writing including writing, at the signature office or agency of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesthe Company designated as Registrar or co-registrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney-in-fact duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Registrar’s or co-Registrar’s requestCompany shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Holder requesting such transfer or exchange. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption exchanges of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption (except, in whole or in part pursuant the case of Securities to Article Three, except the unredeemed portion of any Security being be redeemed in part, and (iiithe portion thereof not to be redeemed) during or any Securities in respect of which a Repurchase Notice or Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Repurchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be repurchased in part, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security portion thereof not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountrepurchased).

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change of 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.09 or Section 2.15, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer an assignment form, in the form included in Exhibit A attached hereto, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.05, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewithrelation thereto. The None of the Company, any Registrar or co-Registrar the Trustee shall not be required to register the a transfer of or exchange of any Security (i) during Securities for which the Holder has delivered, and not validly withdrawn, a period beginning at Fundamental Change Repurchase Notice, except, in the opening of business 15 days before the mailing case of a notice partial repurchase, with respect to that portion of redemption the Securities not being repurchased. All Securities issued upon any transfer or exchange of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon presentation for registration of transfer of such Securities a Registered Security of any series at the office or to exchange such Securities for an equal principal amount agency of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements Company maintained for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant purposes in a Signature Guarantee Medallion Program. To permit registrations place of transfers and exchangespayment 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 at of the Registrar’s or co-Registrar’s request. No service charge shall be made for same series of any registration of transfer or exchange, but the Company may require payment authorized denominations and of a sum sufficient to cover like aggregate principal amount, bearing a number not contemporaneously outstanding and containing identical terms and provisions. Notwithstanding any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer other provision of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities this Section, unless and ending at the close of business on the day of such mailing, (ii) selected for redemption 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 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 Article ThreeSection 2.02 with respect to the Securities of any series, at the option of the Holder, Bearer Securities of such series (other than a global Security, except the unredeemed portion 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 Security being redeemed authorized denominations and of a like aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any office or agency maintained by the Company for such purpose in parta place of payment for such series, with all unmatured coupons and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawnall matured coupons in default thereto appertaining. Any If the Holder of a beneficial interest Bearer Security is unable to produce any unmatured coupon or coupons or matured coupon or coupons in a Global Security shalldefault, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities exchange may be effected only through a book-entry system maintained 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 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 Global 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 4.01, 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 series is surrendered at any such office or 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 its agent)agency on the relevant Interest Payment Date, or (ii) on any special record date and that ownership before the opening of a beneficial interest in business at such office or agency on the related date for payment of defaulted interest, such Bearer Security shall be required 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 reflected payable on such Interest Payment Date or proposed date of payment, as the case may be, in a book-entry system. Upon the occurrence respect of the Exchange Offer Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon in accordance with the Registration Rights Agreementprovisions of this Indenture. Whenever any Securities are so surrendered for exchange pursuant to the immediately preceding paragraph, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Except as otherwise provided with respect to the 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 issue andexecute and the Trustee, upon receipt of an 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 accordance with Section 2.02 hereofsuch written order), the Trustee will authenticate (a) one or more Unrestricted Global and deliver Securities of such series in an definitive form equal in aggregate principal amount equal to the principal amount of the beneficial interests 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 issued in the restricted Global form of one or more global Securities accepted 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 exchange 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 the Exchange Offer such written order), will authenticate and (b) unrestricted deliver Securities of such series in an definitive form equal in aggregate principal amount equal to the principal amount of the Restricted global Security or Securities accepted representing such series in exchange for exchange in such global Security or Securities. If a global Security is otherwise exchangeable as specified by the Exchange Offer. Concurrently Company pursuant to Section 2.02(3) with the issuance respect to a series of such Securities, the Trustee will cause the aggregate principal amount depositary with respect to a global Security representing all or a portion of the applicable restricted Global Securities of or within such series may surrender such global Security to the Trustee, as the Company's agent for such purpose, to be reduced accordingly, exchanged in whole or in 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 will and such depositary. In such event, the Company shall execute and the Trustee will shall authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.or make available for delivery:

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto, and provided that this sentence shall not be required apply to register the transfer of or any exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article ThreeSection 2.10, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent2.12(a), and that ownership of a beneficial interest in 3.06, 4.02 (last paragraph) or 11.05. Neither the Security Company, any Registrar nor the Trustee shall be required to be reflected exchange or register a transfer of any Securities or portions thereof in respect of which a book-entry system. Upon Change in Control Purchase Notice has been delivered and not withdrawn by the occurrence Holder thereof (except, in the case of the Exchange Offer purchase of a Security in accordance with the Registration Rights Agreementpart, the Company will issue andportion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, upon receipt of an authentication order in accordance with Section 2.02 hereof, evidencing the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same Indebtedness and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Securities, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject The Company shall cause to Sections 2.15 be kept a Security Register at an Office or Agency in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities and 2.16of transfers of the Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, when the Trustee shall be the initial Registrar for the Securities. The Company shall have the right to remove and replace from time to time the Registrar for the Securities; provided that no such removal or replacement shall be effective until a successor Registrar with respect to the Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Registrar with respect to the Securities, it shall have the right to examine the Security Register at all reasonable times. There shall be only one Security Register for the Securities. Upon surrender for registration of transfer of any Security at any Office or Agency in accordance with the procedures set forth in Appendix A, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, Securities may be exchanged, in accordance with the procedures set forth in Appendix A, for other Securities containing identical terms and provisions, in any authorized denominations, and of equal aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency. Whenever any Securities are presented so surrendered for exchange in accordance with the procedures set forth in Appendix A, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any Global Security shall be exchangeable for Definitive Securities only in accordance with the procedures set forth in Appendix A and if (i) the Depositary is at any time unwilling or unable to continue as Depositary for the Securities or has ceased to be a 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 have occurred and be continuing an Event of Default with respect to the Securities. If the beneficial owners of interests in a co-Registrar with a request to register the transfer of such Securities or Global Security are entitled to exchange such interests for Definitive Securities for in accordance with the procedures set forth in Appendix A as the result of an event pursuant to clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee Definitive Securities in such form and denominations as are required by or pursuant to this Indenture containing identical terms and in aggregate principal amount equal to the principal amount of such Global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered from time to time by the Depositary as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not be contained in or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel unless requested by the Trustee), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for Definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for such surrendered Global Security or portion thereof, an equal aggregate principal amount of Definitive Securities of other authorized denominations, the Registrar denominations as such Global Security or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metportion thereof to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to the Depositary, or such other depositary in accordance with the instructions of the Company referred to above. If a Security is issued in exchange for any portion of a Global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered for 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 for such Security) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, for such Security duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge by the Company shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection therewithwith any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 2.10 or 5.7 not involving any transfer. The Registrar Except as otherwise provided in or co-Registrar pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange of any Security (i) Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities under Section 5.4 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part pursuant to Article Threepart, except in the unredeemed portion case of any Security being to be redeemed in part, and the portion thereof not to be redeemed, or (iii) during a Change to issue, register the transfer of Control Offer or an Net Proceeds Offer if such exchange any Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shallwhich, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with its terms, has been surrendered for repayment at the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount option of the beneficial interests in Holder, except the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance portion, if any, of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountrepaid.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change of 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject Upon surrender for registration of transfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Sections 2.15 Section 3.02, the Company shall execute, and 2.16the Trustee shall authenticate and make available for delivery, when in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities so surrendered for an equal principal amount of Securities of other authorized denominationsexchange, the Registrar or co-Registrar Company shall register execute, and the transfer or Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or co-Registrarduly executed, duly executed by the Holder holder thereof or his attorney duly authorized in writing including writing. All Definitive Securities and Global Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the signature valid obligations of a participant in a Signature Guarantee Medallion Program. To permit registrations 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 transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s transfer or co-Registrar’s requestexchange. No service charge shall be made to a holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar Company shall not be required to (i) issue, register the transfer of or exchange of any Security (i) Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such mailing, ; or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented (a) Upon (i) surrender for registration of transfer of any Note to the Registrar or a any co-Registrar with and (ii) satisfaction of the requirements for such transfer set forth in this Section 2.06, the Company will execute, and the Trustee will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a request to register the transfer of such Securities or to exchange such Securities for an equal like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of Securities any authorized denominations and of other authorized denominationsa like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 2.03. Whenever any Notes are so surrendered for exchange, the Company will execute, and the Trustee will authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion will (if so required by the Company, the Trustee, the Registrar or any co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall Registrar) be duly endorsed endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar or co-Registrarduly executed, duly executed by the Holder thereof or his attorney its attorney-in-fact duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge shall will be made imposed by the Company, the Trustee, the Registrar or any co-Registrar for any exchange or registration of transfer or exchangeof Notes, but the Company or the Trustee may require payment of a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge payable in connection therewithrequired by law. The Notwithstanding the foregoing, none of the Company, the Trustee, the Registrar or any co-Registrar shall not will be required to exchange or register the a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 3 or subject to redemption in accordance with Article 12. All Notes issued upon any registration of transfer or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer Notes in accordance with this Indenture will be the Registration Rights Agreementvalid obligations of the Company, evidencing the Company will issue andsame debt, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal and entitled to the principal amount same benefits under this Indenture as the Notes surrendered upon such registration of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of transfer of such Securities any Security at the office or agency of the Company designated pursuant to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements Section 4.5 for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangespurpose, 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 of any authorized denomination or co-Registrar’s requestdenominations of a like aggregate Principal Amount and tenor. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewith. The Registrar or co-Registrar shall not be required to register with the transfer of or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any Security (i) during a period beginning at the opening of business 15 days before the mailing exchange of a notice 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 redemption this Section, a Security in global form representing all or a portion of the Securities and ending at of a series may not be transferred except as a whole by the close of business on the day Depositary for such series to a nominee of such mailingDepositary 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, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion Securities of any Security being redeemed in partseries 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 (iii) during 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 Change of Control Offer or an Net Proceeds Offer if such Security duly appointed authenticating agent shall authenticate and deliver, the Securities which the Holder making the exchange is tendered pursuant entitled to such Change of Control Offer or Net Proceeds Offer and not withdrawnreceive. Any Holder If at any time the Depositary for the Securities of a beneficial interest in a Global Security shall, by acceptance series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such beneficial interestseries, agree that transfers the Company shall appoint a successor Depositary with respect to the Securities of beneficial interests in such Global series. If a successor Depositary for the Securities may be effected only through a book-entry system maintained of such series is not appointed by the Holder of Company within 90 days after the Company receives such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreementnotice, the Company will issue andexecute, and the Trustee, upon receipt of an a Company Order for the authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global and delivery of definitive Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securitiesseries, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver Securities of such series in definitive form in an aggregate Principal Amount equal to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.Principal

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented upon surrender for registration of transfer of any Note, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or a cosuch Holder’s attorney-Registrar with a request to register in-fact duly authorized in writing, at the transfer office or agency of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Company-designated Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedpursuant to Section 2.04, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, (i) the Company shall execute execute, and the Trustee (or any authenticating agent) upon receipt of a Company Order shall authenticate Securities at and deliver, in the Registrar’s name of the designated transferee or co-Registrar’s requesttransferees, one or more new Notes of any authorized denomination or denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture and (ii) the Registrar shall record the information required pursuant to Section 2.04 regarding the designated transferee or transferees in the Register. No service charge shall be made imposed by the Company, the Guarantors, the Trustee, the Registrar, any co-Registrar or the Paying Agent for any registration of transfer or exchangeexchange of the Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge payable required in connection therewiththerewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for registration of transfer or exchange. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged, at such office or agency, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney-in-fact duly authorized in writing, and documents of identity and title satisfactory to the Registrar. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange exchanges of any Security (i) during Note surrendered for conversion or any Note in respect of which a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained validly withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of a Note to be converted or purchased in part by the Company, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance portion of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security Note not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountconverted or purchased).

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto; and provided, that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6, 3.12, 4.2 (last paragraph) or 10.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Change of in Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Security (or its agent), and that ownership the purchase of a beneficial interest Security in part, the Security portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount and of like series. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange, other than exchanges pursuant to Section 2.9 not involving any transfer. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount and series upon surrender of the Securities to be exchanged, together with a written instrument of exchange satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange exchanges of any Security (i) during Securities in respect of which a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole Repurchase Notice or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Repurchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt terms of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountthis Indenture.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of --------------------- transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form reasonably satisfactory to the Trustee duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by registrar pursuant to Section 2.03 or at the Holder thereof office or his attorney duly authorized agency referred to in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesSection 4.05, 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 at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer reasonably satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of (a) Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or exchange a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption redemption. Notwithstanding any provision to the contrary herein, so long as a global Security remains outstanding and is held by or on behalf of Securities and ending at the close Depositary, transfers of business on the day of such mailinga global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order made only in accordance with Section 2.02 hereof2.11 and this Section 2.06. Transfers of a global Security shall be limited to transfers of such global Security in whole, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal part, to the principal amount nominees of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal Depositary or to the principal amount a successor of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of Depositary or such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountsuccessor's nominee.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Change of 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 the terms and 2.16conditions of this Additional Investment Right and compliance with all applicable securities laws, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsthis Additional Investment Right and all rights hereunder may be transferred, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part part, only (a) to one or more of the Affiliates of the Registered Holder and only if such 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 a sale effectuated pursuant to Article ThreeRule 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, except by the unredeemed portion 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 Security being redeemed in part, and (iii) during a Change of Control Offer necessary transfer tax or an Net Proceeds Offer if other governmental charge imposed upon such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry systemtransfer. Upon the occurrence any permitted partial transfer of the Exchange Offer in accordance with the Registration Rights AgreementAdditional Investment Right, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated 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 Holders 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 Securities so accepted Unrestricted Securities in this Additional Investment Right is duly registered on the appropriate principal amountbooks 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. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the ------------------------------------ (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to Sections 2.15 and 2.16, when be exchanged at such office or agency. 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. 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 Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationssame benefits under this Indenture, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or co-Registrarduly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge shall be made for any registration of transfer or exchangeexchange of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewithwith any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 3.08, 8.05 or 12.02 not involving any transfer. The Registrar If the Securities of any series (or co-Registrar of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of any Security that series (ior of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 3.03 and ending at the close of business on the day of such mailing, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (iii4) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant below shall apply only to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.:

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities 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 as Exhibit A and, if applicable, a written instrument of transfer certificate in the form included in Exhibit B, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not be required apply to register the transfer of or any exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article ThreeSection 2.10, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent2.12(a), and that ownership of a beneficial interest in 3.6, 3.13, 4.2 (sixth paragraph) or 11.5. Neither the Security Company, any Registrar nor the Trustee shall be required to be reflected exchange or register a transfer of any Securities or portions thereof in respect of which a book-entry system. Upon Fundamental Change Repurchase Notice has been delivered and not withdrawn by the occurrence Holder thereof (except, in the case of the Exchange Offer purchase of a Security in accordance with the Registration Rights Agreementpart, the Company will issue andportion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, upon receipt of an authentication order in accordance with Section 2.02 hereof, evidencing the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a written instrument of transfer certificate, in the form included in Exhibit B attached hereto, and in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewithrelation thereto, other than exchanges pursuant to Section 2.10, Section 13.5, Article 3, Article 5 or Article 7, in each case, not involving any transfer. The Neither the Company, any Registrar or co-Registrar nor the Trustee shall not be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Put Notice has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained validly withdrawn by the Holder thereof (except, in the case of such Global Security (or its agent), and that ownership the purchase of a beneficial interest Security in part, the Security portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject to Sections 2.15 the provisions of Section 206 below, the following provisions shall be applicable to all transfers and 2.16exchanges of Bonds. Upon surrender for transfer of any Bond at the office of the Bond Registrar, when Securities are presented the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees, one or more new fully registered Bonds of authorized denomination in the aggregate principal amount which the Registered Owner is entitled to receive; provided that if monies for the purchase of such Bond have been provided pursuant to a draw under the Credit Facility, such Bond shall not be transferable to anyone other than the Borrower or its assignee or pledgee. Except for transfers in connection with the purchase of Bonds pursuant to Section 203 and 701(e) and the remarketing thereof pursuant to Article III, which shall be effected at the office of the Tender Agent, Bonds shall be surrendered for transfer at the principal corporate trust office of the Trustee in Richmond, Virginia. Also, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver Bonds in lieu of Undelivered Bonds. Bonds may be exchanged for other Bonds of any other authorized denomination, of a like aggregate principal amount, upon surrender of the Bonds to be exchanged at the principal corporate trust office of the Bond Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metTrustee; provided, however, that in connection with the Securities purchase of Bonds tendered for purchase pursuant to Sections 203 and 701(e) hereof and the remarketing thereof pursuant to Article III, Bonds may be exchanged at the principal office of the Tender Agent or any office of any agent designated by the Trustee. Whenever any Bonds are so surrendered for transfer exchange, the Issuer shall execute, and the Trustee or its Authenticating Agent shall authenticate and deliver, the Bonds which the Registered Owner making the exchange is entitled to receive. All Bonds presented for transfer, exchange, redemption or payment (if so required by the Issuer, the Bond Registrar or the Trustee), shall be duly endorsed or accompanied by a written instrument or instruments of transfer or authorization for exchange, in form satisfactory to the Company and the Registrar or co-Bond Registrar, which may include a signature guarantee, duly executed by the Holder thereof Registered Owner or by his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge shall be made to a Registered Owner for any registration exchange or transfer of transfer or exchangeBonds, but the Company Issuer or the Bond Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in relation thereto. Except in connection therewith. The with the purchase of Bonds pursuant to Sections 203 and 701(e) hereof and the remarketing thereof pursuant to Article III, neither the Issuer nor any Bond Registrar or co-Registrar on behalf of the Issuer shall not be required to register the issue, transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) Bond selected for redemption in whole or in part pursuant or to Article Threeissue, except transfer or exchange any of the unredeemed portion Bonds during the period of any Security being redeemed in part, and (iii) during ten days preceding the date a Change notice of Control Offer redemption is sent. New Bonds delivered upon transfer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security exchange shall be required to be reflected in a book-entry system. Upon the occurrence valid limited obligations of the Exchange Offer in accordance with Issuer, evidencing the Registration Rights Agreementsame debt as the Bonds surrendered, shall be secured by this Indenture and shall be entitled to all of the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal security and benefits hereof to the principal amount of same extent as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountBonds surrendered.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a written instrument of transfer certificate, in the form included in Exhibit B attached hereto, and in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewithrelation thereto, other than exchanges pursuant to Section 2.10, Section 13.5, Article 5 or Article 7, in each case, not involving any transfer. The Neither the Company, any Registrar or co-Registrar nor the Trustee shall not be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities in respect of which a period beginning at Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingHolder thereof, (ii) selected for redemption any Securities in whole respect of which a Dividend Recapitalization Purchase Notice has been delivered and not validly withdrawn by the Holder thereof, or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during any Securities in respect of which a Change Conversion Notice has been delivered. All Securities issued upon any transfer or exchange of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject The Issuer shall cause to Sections 2.15 be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and 2.16in any other office or agency designated pursuant to Section 10.02 hereof being sometimes referred to herein as the "Security Register") in which, when subject to such reasonable regulations as the Registrar may prescribe, the Issuer shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby initially appointed Registrar for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any security of any series at the office or agency of the Issuer in Place of Payment for that series, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are presented so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. -42- 51 Notwithstanding the Registrar or foregoing, except as otherwise specified as contemplated by Section 3.01, any permanent Global Security shall be exchangeable only as provided in paragraph. If the beneficial owners of interest in a co-Registrar with a request to register the transfer of such Securities or permanent Global Security are entitled to exchange such interests for Securities for an equal of such series and of like tenor and principal amount of another authorized form and denomination, as specified and as subject to the conditions contemplated by Section 3.01, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities of other authorized denominationsthat series in aggregate principal amount equal to the principal amount of such permanent Global Security, executed by the Registrar Issuer. On or co-Registrar after the earliest date on which such interests may be so exchanged, such permanent global Securities shall register be surrendered from time to time by the transfer Common Depositary or make the exchange U.S. Depositary, as requested if its requirements the case may be, and in accordance with instructions given to the Trustee and the Common Depositary or the U.S. Depositary, as the case may be (which instructions shall be in writing but need not comply with Section 1.03 or be accompanied by an Opinion of Counsel), as shall be specified in the Issuer Order with respect thereto to the Trustee, as the Issuer's agent for such transaction are metpurpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered permanent Global Security, a like 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 shall be in the form of the Securities of such series; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company no such exchanges may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) occur during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 12.03 and ending at the close of business on the day of such mailing. Promptly following and such exchange in part, such permanent Global Security shall be returned by the Trustee to the Common Depositary or the U.S. Depositary, as the case may be, or such other Common Depositary or U.S. Depositary, as the case may be, or such other Common Depositary or U.S. Depositary referred to above. If a Security in the form specified for such series 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 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, such interest or Defaulted Interest will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such security in the form specified for such series, 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 provision of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligation, of the Issuer, evidencing the same debt, and entitled 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 or transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Securities to be transferred or exchanged, no service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 12.07 not involving any transfer. The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 12.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Company Registrar and the Registrar or co-Registrar, each duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any transfer or exchange shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Holder requesting such transfer or exchange. The Neither the Company, the Registrar or co-Registrar nor the Trustee shall not be required to exchange or register the a transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of any Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption (except, in whole or in part pursuant the case of Securities to Article Three, except the unredeemed portion of any Security being be redeemed in part, and the portion thereof not to be redeemed), or (iiiii) during any Securities in respect of which a Change of Control Offer Purchase Notice or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer a Designated Event Purchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be repurchased in part, the Company will issue andportion thereof not to be repurchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, upon receipt of an authentication order in accordance with Section 2.02 hereof, evidencing the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon ---------------------------------- surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at of any authorized denomination or denominations, of a like aggregate principal amount (or Accreted Value, if an Upward Interest Adjustment has occurred as contemplated in the Registrar’s or co-Registrar’s requestform of Security attached as Exhibit A-1 hereto). No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. 10 The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Fundamental Change 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.14, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in EXHIBIT A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.14(a)(1), 3.06, 4.01(g), 4.04(d), 10.05 or 11.02. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of (a) any Security (i) during Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of Securities to be redeemed, (b) any Securities or portions thereof selected or called for redemption (except, in the case of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any a Security being redeemed in part, and the portion not to be redeemed) or (iiic) during any Securities or portions thereof in respect of which a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Security (or its agent), and that ownership the purchase of a beneficial interest Security in part, the Security portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Securities and Global Securities in any authorized denomination and of a like aggregate principal amount at the Security Registrar’s 's request. All Definitive Securities and Global Securities issued upon any registration of transfer or co-Registrar’s requestexchange 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 for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed or be accompanied by a written instrument of transfer in a form that is satisfactory to the Company and the Security Registrar duly executed by the holder thereof or his attorney duly authorized in writing. No service charge shall be made to a holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar Company shall not be required to (i) issue, register the transfer of or exchange of any Security (i) Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under ARTICLE XIV hereof and ending at the close of business on the day of such mailing, ; or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security being redeemed in part, . The transfer and (iii) during a Change exchange of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest interests in a Global Security, which does not involve the issuance of a Definitive Security shallor the transfer of an interest to another Global Security, by acceptance shall be effected through the Depositary (but not the Trustee) in accordance with the Indenture (including the restrictions on transfers set forth herein) and the procedures of such beneficial interest, agree that transfers the Depositary therefore. The Trustee will not have any responsibility for the transfer and exchange of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by Security that does not involve the Holder of such Global Security (or its agent), and that ownership issuance of a beneficial interest in Definitive Security or the Security shall be required transfer of interests to be reflected in another Global Security. Prior to due presentment for the registration of a book-entry system. Upon transfer of any Security, the occurrence of the Exchange Offer in accordance with the Registration Rights AgreementTrustee, the Company will issue and, upon receipt and any agent of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities the Company may deem and treat the Person in an aggregate whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of premium, if any, and interest on such Securities, neither the Trustee, nor the Company nor any agent of the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and or the Company will execute and the Trustee will authenticate and deliver shall be affected by notice to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountcontrary.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of --------------------- transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form reasonably satisfactory to the Trustee duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by registrar pursuant to Section 2.03 or at the Holder thereof office or his attorney duly authorized agency referred to in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesSection 4.05, 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 at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Contingent Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Contingent Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer reasonably satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of (a) Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or exchange a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption redemption. Notwithstanding any provision to the contrary herein, so long as a global Security remains outstanding and is held by or on behalf of Securities and ending at the close Depositary, transfers of business on the day of such mailinga global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order made only in accordance with Section 2.02 hereof2.11 and this Section 2.06. Transfers of a global Security shall be limited to transfers of such global Security in whole, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal part, to the principal amount nominees of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal Depositary or to the principal amount a successor of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of Depositary or such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountsuccessor's nominee.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when upon surrender for registration of transfer of any Securities are presented to the Registrar or a co-Registrar Registrar, together with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and Registrar, substantially in the Registrar or co-Registrarform affixed to the form of Security attached as Exhibit A hereto, duly executed by the Holder thereof or his such Holder’s attorney duly authorized in writing including writing, at the signature office or agency of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesthe Registrar or co-registrar, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount. At the option of the Holder thereof, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by such Holder or such Holder’s attorney duly authorized in writing, at the Registrar’s office or agency of the Registrar or co-Registrar’s requestregistrar. No Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Holder requesting such transfer or exchange. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Change in Control Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be repurchased in part, the portion thereof not to be repurchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption to each Holder of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected redeemed, as provided in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount3.03.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 --------------------------------------- hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to Sections 2.15 the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture are met and 2.16if the transferee certifies to the Issuer and Registrar that: (i) under the terms of the Security, when the Person seeking registration of transfer is eligible to have the Security registered in its name, (ii) the indorsement or instruction is made by the appropriate Person or by an agent who has actual authority to act on behalf of the appropriate Person, (iii) reasonable assurance is given that the indorsement or instruction is genuine and authorized, (iv) any applicable law relating to the collection of taxes has been complied with, (v) the transfer does not violate any restriction on transfer imposed by the Issuer, (vi) a demand that the Issuer not register transfer has not become effective (or, if such a demand has become effective, the Issuer has given notice to the Person making such demand stating that (x) registration of transfer of the Security is sought, (y) a demand that the Issuer not register transfer had previously been received and (z) the Issuer shall withhold registration for 10 days from the date of communication of such notice), and (vii) the transfer is in fact rightful or is to a Protected Purchaser. When Securities are presented to the Registrar or a co-Registrar registrar with a request to register the transfer of such Securities or to exchange such Securities them for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its the same requirements for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate and deliver Securities at the Registrar’s or co-Registrarregistrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company The Issuer may require payment of a sum sufficient to cover pay all taxes, assessments or other governmental charges in connection with any transfer tax or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable in connection therewithupon exchange or transfer pursuant to Section 4.08 and Section 9.04). The Registrar or co-Registrar Issuer shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected and delivered for redemption or any Securities for a period of 15 days before an Interest Payment Date. Prior to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest (and Additional Amounts, if any) on such Security and for all other purposes whatsoever, whether or not presentation of such Security is overdue, and none of the Issuer, the Trustee, any Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. All Securities issued upon any 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 transfer or exchange. 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 (iincluding any transfers between or among participants in DTC or beneficial owners of interests in any Global Security) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day other than to require delivery of such mailing, (ii) selected for redemption in whole certificates and other documentation or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in partevidence as are expressly required by, and (iii) during a Change of Control Offer or an Net Proceeds Offer to do so if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained when expressly required by the Holder of such Global Security (or its agent)terms of, this Indenture, and that ownership of a beneficial interest in to examine the Security shall be required same to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance determine substantial compliance as to form with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 express requirements hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of properly completed assignment form and, if applicable, a transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Company Registrar and the Registrar or co-Registrar, each duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate authenticate, Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any transfer or exchange shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Holder requesting such transfer or exchange. The Neither the Company, the Registrar or co-Registrar nor the Trustee shall not be required to exchange or register the a transfer of or exchange of any Security (i) during a period beginning at any Securities selected for redemption (except, in the opening of business 15 days before the mailing of a notice of redemption case of Securities and ending at to be redeemed in part, the close of business on the day of such mailingportion thereof not to be redeemed), (ii) selected for redemption any Securities in whole respect of which a Purchase Notice or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be repurchased in part, the Company will issue andportion thereof not to be repurchased) or (iii) any Securities surrendered for conversion (except, upon receipt in the case of an authentication order Securities to be converted in accordance with Section 2.02 hereofpart, the Trustee will authenticate (a) one portion thereof not to be converted). All Securities issued upon any transfer or more Unrestricted Global exchange of Securities in an aggregate principal amount equal shall be valid obligations of the Company, evidencing the same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities to be redeemed. Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and ending at is held by or on behalf of the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, shall be made only in accordance with Section 2.12 and (iii) during a Change this Section 2.06(b). Transfers of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that shall be limited to transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (in whole, or its agent)in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. Successive registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and that ownership each such registration shall be noted on the register for the Securities. Any Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of a beneficial interest in the Security Securities upon registration of transfer or exchange of Securities. No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be reflected in made. If Securities are issued upon the registration of transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the form of Security attached hereto as Exhibits A-1 and A-3 setting forth such restrictions (collectively, the "Legend"), or if a book-entry systemrequest is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (ii) notification by the occurrence Company to the Trustee and Registrar of the Exchange Offer in accordance with sale of such Security pursuant to a registration statement that is effective at the Registration Rights Agreementtime of such sale, the Company will issue andTrustee, upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the persons designated Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants 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 Holders of Securities so accepted Unrestricted Securities in terms of, this Indenture, and to examine the appropriate principal amountsame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Designated Event Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities 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 and, if applicable, a written instrument of transfer Transfer Certificate in the form included in Exhibit B, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge shall be made for any Any exchange or registration of transfer or exchangeshall be without charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar relation thereto, including with respect to any exchange or co-Registrar transfer pursuant to Sections 2.07, 3.06, 3.07(g) or 3.08(g); provided, that this sentence shall not be required apply to register the transfer of or any exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article ThreeSections 2.10, except 2.12(a) or 11.05. Neither the unredeemed portion of Company, any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by Registrar nor the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security Trustee shall be required to be reflected exchange or register a transfer of any Securities or portions thereof in respect of which a book-entry system. Upon Fundamental Change Repurchase Notice or Option Repurchase Notice has been delivered and not withdrawn by the occurrence Holder thereof (except, in the case of the Exchange Offer purchase of a Security in accordance with the Registration Rights Agreementpart, the Company will issue andportion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, upon receipt of an authentication order in accordance with Section 2.02 hereof, evidencing the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount same benefits under this Indenture, as the Securities surrendered upon such registration of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.14, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer an assignment form, in the form included in Exhibit A attached hereto, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.05, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewithrelation thereto. The None of the Company, any Registrar or co-Registrar the Trustee shall not be required to register the a transfer of or exchange of any Security (i) during Securities for which the Holder has delivered, and not validly withdrawn, a period beginning at Fundamental Change Repurchase Notice, except, in the opening of business 15 days before the mailing case of a notice partial repurchase, with respect to that portion of redemption the Securities not being repurchased. All Securities issued upon any transfer or exchange of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.11 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, Trustee duly executed by the Holder thereof Securityholder or his such Securityholder's attorney duly authorized in writing including writing, at the signature office or agency of a participant the Company designated as Registrar pursuant to Section 2.03 or at the office or agency referred to in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesSection 4.05, 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 at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of or exchange of any Security (i) during a period beginning at Securities selected for redemption (except, in the opening of business 15 days before the mailing of a notice of redemption case of Securities and ending at to be redeemed in part, the close of business on the day of such mailingportion thereof not to be redeemed), (ii) selected for redemption any Securities in whole respect of which a Purchase Notice or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of in Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be purchased in part, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security portion thereof not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders purchased) or (iii) any Securities for a period of 15 days before a selection of Securities so accepted Unrestricted Securities in the appropriate principal amountto be redeemed.

Transfer and Exchange. Subject to Sections 2.15 the provisions of SECTION 206 below, the following provisions shall be applicable to all transfers and 2.16exchanges of Bonds. Upon surrender for transfer of any Bond at the office of the Bond Registrar, when Securities are presented the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees, one or more new fully registered Bonds of authorized denomination in the aggregate principal amount which the Registered Owner is entitled to receive; provided that if monies for the purchase of such Bond have been provided pursuant to a draw under the Credit Facility, such Bond shall not be transferable to anyone other than the Borrower or its assignee or pledgee. Except for transfers in connection with the purchase of Bonds pursuant to SECTION 203 and 701(e) and the remarketing thereof pursuant to ARTICLE III, which shall be effected at the office of the Tender Agent, Bonds shall be surrendered for transfer at the principal corporate trust office of the Trustee in Charlotte, North Carolina. Also, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate and deliver Bonds in lieu of Undelivered Bonds. Bonds may be exchanged for other Bonds of any other authorized denomination, of a like aggregate principal amount, upon surrender of the Bonds to be exchanged at the principal corporate trust office of the Bond Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metTrustee; provided, however, that in connection with the Securities purchase of Bonds tendered for purchase pursuant to SECTIONS 203 and 701(e) hereof and the remarketing thereof pursuant to ARTICLE III, Bonds may be exchanged at the principal office of the Tender Agent or any office of any agent designated by the Trustee. Whenever any Bonds are so surrendered for transfer exchange, the Issuer shall execute, and the Trustee or its Authenticating Agent shall authenticate and deliver, the Bonds which the Registered Owner making the exchange is entitled to receive. All Bonds presented for transfer, exchange, redemption or payment (if so required by the Issuer, the Bond Registrar or the Trustee), shall be duly endorsed or accompanied by a written instrument or instruments of transfer or authorization for exchange, in form satisfactory to the Company and the Registrar or co-Bond Registrar, which may include a signature guarantee, duly executed by the Holder thereof Registered Owner or by his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge shall be made to a Registered Owner for any registration exchange or transfer of transfer or exchangeBonds, but the Company Issuer or the Bond Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in relation thereto. Except in connection therewith. The with the purchase of Bonds pursuant to SECTIONS 203 and 701(e) hereof and the remarketing thereof pursuant to ARTICLE III, neither the Issuer nor any Bond Registrar or co-Registrar on behalf of the Issuer shall not be required to register the issue, transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) Bond selected for redemption in whole or in part pursuant or to Article Threeissue, except transfer or exchange any of the unredeemed portion Bonds during the period of any Security being redeemed in part, and (iii) during ten days preceding the date a Change notice of Control Offer redemption is sent. New Bonds delivered upon transfer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security exchange shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Issuer, evidencing the Registration Rights Agreementsame debt as the Bonds surrendered, shall be secured by this Indenture and shall be entitled to all of the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal security and benefits hereof to the principal amount of same extent as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountBonds surrendered.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a written instrument of transfer certificate, in the form included in Exhibit B attached hereto, and in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewithrelation thereto, other than exchanges pursuant to Section 2.10, Section 13.5, Article 3, Article 5 or Article 7, in each case, not involving any transfer. The Neither the Company, any Registrar or co-Registrar nor the Trustee shall not be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained validly withdrawn by the Holder thereof (except, in the case of such Global Security (or its agent), and that ownership the purchase of a beneficial interest Security in part, the Security portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. Subject Where a Security is presented to Sections 2.15 the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements for such transfer are met. Notwithstanding any other provision of this Section, unless and 2.16until it is exchanged in whole or in part for Securities in definitive form, when 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. Where Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities them for an equal aggregate principal amount of Securities of the same series of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested (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 transaction exchange are met; provided. The Registrar shall require, howeveramong other things, that the Securities any Security presented or surrendered for transfer or exchange shall be duly endorsed endorsed, or be accompanied by a written instrument of appropriate transfer in form satisfactory to the Company and the Registrar documents duly endorsed, or co-Registrarbe accompanied by appropriate transfer documents duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewithrelation thereto. The Registrar or co-Registrar shall need not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption or purchase (except, in whole the case of Securities to be redeemed or purchased in part pursuant part, the portion thereof not to Article Three, except the unredeemed portion of be redeemed or purchased) any Security being in respect of which 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, and (iiithe portion thereof not to be so purchased or redeemed) or transfer or exchange Securities of any particular series during a Change period of Control Offer 15 days before a selection of Securities of such series to be redeemed. Except as otherwise provided with respect to the 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 an Net Proceeds Offer if a portion of the Securities of or within a series notifies the Company that it is unwilling, unable or ineligible to continue as such Security is tendered pursuant depositary, the Company shall appoint a successor depositary with respect to such Change Securities. Unless otherwise provided with respect to a series of Control Offer or Net Proceeds Offer and Securities as contemplated by Section 2.02, if a successor depositary is not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained so appointed by the Holder of Company within 90 days after the Company receives such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreementnotice, the Company will issue andexecute and the Trustee, upon receipt of an 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 accordance with Section 2.02 hereofsuch written order), the Trustee will authenticate (a) one or more Unrestricted Global and deliver Securities of such series in an definitive form equal in aggregate principal amount equal to the principal amount of the beneficial interests 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 issued in the restricted Global form of one or more global Securities accepted 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 exchange 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 the Exchange Offer such written order), will authenticate and (b) unrestricted deliver Securities of such series in an definitive form equal in aggregate principal amount equal to the principal amount of the Restricted global Security or Securities accepted representing such series in exchange for exchange in such global Security or Securities. If a global Security is otherwise exchangeable as specified by the Exchange Offer. Concurrently Company pursuant to Section 2.02(3) with the issuance respect to a series of such Securities, the Trustee will cause the aggregate principal amount depositary with respect to a global Security representing all or a portion of the applicable restricted Global Securities of or within such series may surrender such global Security to the Trustee, as the Company's agent for such purpose, to be reduced accordingly, exchanged in whole or in 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 will and such depositary. In such event, the Company shall execute and the Trustee will shall authenticate and deliver or make available for delivery: (i) to each Person specified by such depositary a new Security or Securities of the persons designated same series and of like tenor, of any authorized form and denomination as requested by the Holders of Securities so accepted Unrestricted Securities such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the appropriate principal amount.global Security; and

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented (a) Upon surrender for registration of transfer of any Security to the Registrar or a any co-Registrar with a request to register registrar, and satisfaction of the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction transfer set forth in this Section 2.6, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate principal amount. Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 6.10. Whenever any Securities are met; providedso surrendered for exchange, howeverthe Company shall execute, that and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. 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 for upon such registration of transfer or exchange exchange. All Securities presented or surrendered for registration of transfer or for exchange, redemption or conversion shall (if so required by the Company or the Registrar) be duly endorsed endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, and the Registrar or co-Registrar, Securities shall be duly executed by the Holder Securityholder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestwriting. No service charge shall be made for any registration of transfer or exchangeexchange of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewithwith any registration of transfer or exchange of Securities. The Neither the Company nor the Trustee nor any Registrar or co-Registrar any Company registrar shall not be required to exchange or register the a transfer of or exchange of (a) any Security (i) during Securities for a period beginning at the opening of business 15 fifteen (15) days before the mailing of a notice of redemption next preceding any selection of Securities and ending at the close of business on the day of such mailingto be redeemed or (b) any Securities or portions thereof called for redemption pursuant to Section 3.4, (iic) selected any Securities or portion thereof surrendered for redemption in whole or in part conversion pursuant to Article Three, except the unredeemed portion of 4 or (d) any Security being redeemed in part, and Securities or portions thereof tendered (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn) for repurchase pursuant to Section 3.9(a) or Section 3.10. Any Holder So long as the Securities are eligible for book-entry settlement with the Depositary, unless otherwise required by law and except as specified below, all Securities will be represented by a Security in global form registered in the name of a beneficial interest in a the Depositary or the nominee of the Depositary (the "Global Security shall, by acceptance of such beneficial interest, agree that transfers Note"). The transfer and exchange of beneficial interests in such the Global Securities may Note shall be effected only through a book-entry system maintained by the Holder Depositary in accordance with this Indenture and the procedures of such Global Security (or its agent), and that ownership of a beneficial the Depositary therefor. Any person acquiring an interest in the Security shall be required Global Note through an offshore transaction pursuant to be reflected in a book-entry system. Upon the occurrence Regulation S of the Exchange Offer Act may hold such interest through Cedel or Euroclear. The Trustee shall make appropriate endorsements to reflect increases or decreases in accordance with the Registration Rights Agreementprincipal amounts of the Global Note as set forth on the face of the Security to reflect any such transfers. Except as provided below, beneficial owners of the Company Global Note shall not be entitled to have certificates registered in their names, will issue and, upon receipt not receive or be entitled to receive physical delivery of an authentication order certificates in accordance with Section 2.02 hereof, the Trustee definitive form and will authenticate (a) one or more Unrestricted Global not be considered holders of such Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountglobal form.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. Subject to Section 2.12 hereof, at the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Designated Event 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or a co-Registrar with a request to register such Holder’s attorney duly authorized in writing, at the transfer office or agency of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Company designated as the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedpursuant to Section 2.03, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, (i) the Company shall execute execute, and the Trustee (or any authenticating agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at of any authorized denomination or denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture and (ii) the Registrar’s Registrar shall record the information required pursuant to Section 2.03 regarding the designated transferee or co-Registrar’s requesttransferees in the Register. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the registration of, transfer or exchange of the Securities from the Holder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney-in-fact duly authorized in writing, at such office or agency and documents of identity and title satisfactory to Registrar. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption exchanges of Securities and ending at the close in respect of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during which a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Repurchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be repurchased in part, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security portion thereof not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountrepurchased).

Transfer and Exchange. The Company shall cause to be kept a register (the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times and during normal business hours, the Security Register shall be open to inspection by the Trustee. Subject to Sections 2.15 the provisions of this Section 2.06 and 2.16Section 2.07 hereof, when upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 4.04 hereof, 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 like tenor and of any authorized denomination and of a like aggregate principal amount, each such Security having the notation of Guarantees thereon. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, be deemed to have agreed that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by DTC (or its agent), and that ownership of a beneficial interest in a Global Security shall be required to be reflected in book entry form. At the option of any Holder, Securities may be exchanged for other Securities of like tenor and of any authorized denomination and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the office or agency of the Company designated pursuant to Section 4.04 hereof. Further, at the option of any Holder Series C Securities may be exchanged, pursuant to the Exchange Offer, for Series D Securities of like aggregate principal amount, upon surrender of the Series C Securities to be exchanged at such office or agency. Whenever any Securities are presented so surrendered for exchange, the Company shall execute, the Subsidiary Guarantors shall execute notations of Guarantees on, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and the Guarantees noted thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the Registrar or a co-Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationssame benefits under this Indenture, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for 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) be duly endorsed endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of writing. As a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any special condition to registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing Transfer Restricted Securities involving removal of a notice of redemption of Securities and ending at the close of business on the day of such mailing, Private Placement Legend (ii) selected for redemption in whole or in part other than pursuant to Article Threean effective registration statement under the Securities Act), except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder requesting such registration of such Global Security (transfer or its agent), and that ownership exchange shall furnish the Opinion of a beneficial interest in the Security Counsel called for by Section 2.14 hereof. The following additional special conditions shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal apply to the principal amount indicated types of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.transfers or exchanges:

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of ---------------------- transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form reasonably satisfactory to the Trustee duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by registrar pursuant to Section 2.03 or at the Holder thereof office or his attorney duly authorized agency referred to in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesSection 4.05, 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 at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer reasonably satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of (a) Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or exchange a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or (c) any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption redemption. Notwithstanding any provision to the contrary herein, so long as a global Security remains outstanding and is held by or on behalf of Securities and ending at the close Depositary, transfers of business on the day of such mailinga global Security, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order made only in accordance with Section 2.02 hereof2.11 and this Section 2.06. Transfers of a global Security shall be limited to transfers of such global Security in whole, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal part, to the principal amount nominees of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal Depositary or to the principal amount a successor of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of Depositary or such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountsuccessor's nominee.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Designated Event Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption Redemption Notice of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the Upon surrender for registration of transfer of such Securities any Security at the office or agency of the Company designated pursuant to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements Section 4.5 for such transaction are met; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant purpose in a Signature Guarantee Medallion Program. To permit registrations Place of transfers and exchangesPayment, 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 of any authorized denomination or co-Registrar’s requestdenominations of a like aggregate Principal Amount and tenor. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewith. The Registrar or co-Registrar shall not be required to register with the transfer of or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any Security (i) during a period beginning at the opening of business 15 days before the mailing exchange of a notice 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 redemption this Section, a Security in global form representing all or a portion of the Securities and ending at of a series may not be transferred except as a whole by the close of business on the day Depositary for such series to a nominee of such mailingDepositary 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, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion Registered Securities of any Security being redeemed in partseries may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shalllike aggregate Principal Amount and tenor, by acceptance upon surrender of such beneficial interest, agree that transfers of beneficial interests in such Global the Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry systemexchanged at such office or agency. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights AgreementWhenever any Securities are so surrendered for exchange, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordinglyshall execute, and the Company will execute and the Trustee will shall authenticate and deliver 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 persons designated by option of the Holders Holder, Bearer Securities of any series may be exchanged for Registered Securities so accepted Unrestricted Securities in of the appropriate principal amount.same series of any authorized denomination or denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Bearer

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Original Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, subject to Section 2.12 hereof and the other provisions of this Section 2.06, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Original Principal Amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon redeemed or the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one Repurchase Date or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountFundamental Change Repurchase Date.

Transfer and Exchange. Subject This Security shall be exchangeable for Securities registered in the names of Persons other than the Depositary with respect to Sections 2.15 such series or its nominee only as provided in Section 311 of the Original Indenture. Securities so issued in exchange for this Security shall be of the same series, having the same interest rate, if any, and 2.16maturity and having the same terms as this Security, when Securities are presented 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 the Registrar or a co-Registrar with a request to register certain limitations therein set forth, the transfer of such Securities a Security of the series of which this Security is a part is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or to exchange such Securities for an equal agency of the Company in any place where the principal amount of Securities of other authorized denominations(and premium, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction any) and interest, if any, on this Security are met; providedpayable, however, that the Securities surrendered for transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or co-Registrar, duly executed by by, the Holder thereof hereof or his attorney duly authorized in writing including writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the signature same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $1,000 or 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 participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesdifferent authorized denomination, as requested by the Company shall execute and Holder surrendering the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s requestsame. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required Prior to register the transfer due presentment of or exchange this Security for registration of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreementtransfer, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereofCompany, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount and any agent of the beneficial interests Company or the Trustee may treat the Person in whose name this Security is registered as the restricted Global Securities accepted owner hereof for exchange in all purposes, whether or not this Security be overdue, and neither the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such SecuritiesCompany, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to nor any such agent shall be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver affected by notice to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountcontrary.

Transfer and Exchange. Subject to Sections 2.15 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 2.16tenor having authorized denominations and an equal aggregate principal amount, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer upon surrender of such Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 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, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Upon surrender for registration of transfer 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 to exchange such Securities for an equal principal amount of transferees, one or more new Securities of other the same series, of any authorized denominationsdenominations and of like tenor and aggregate principal amount. All Securities presented for registration of transfer, the Registrar exchange, redemption or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Registrar Trustee or co-Registrar, in such form that may be set forth as an exhibit to a supplemental indenture relating to such Securities (if applicable) duly executed by by, the Holder thereof holder or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the The Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar with any exchange or co-Registrar shall not be required to register the registration of transfer of or exchange Securities. No service charge shall be made for any such transaction. Notwithstanding any other provision of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities this Section 2.07, unless and ending at the close of business on the day of such mailing, (ii) selected for redemption until it is exchanged in whole or in part pursuant to Article Threefor Securities in definitive registered form, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, representing all or a portion of the Securities of a series may not be transferred except as a whole by acceptance the Depositary for such series to a nominee of such beneficial interest, agree 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 transfers of beneficial interests in it is unwilling or unable to continue as Depositary for such Global Securities may or if at any time the Depositary for such Global Securities shall no longer be effected only through eligible under applicable law, the Company shall appoint a book-entry system maintained 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 Holder Company within 90 days after the Company receives such notice or becomes aware of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreementineligibility, the Company will issue andexecute, and the Trustee, upon receipt of an the Company’s order for the authentication order in accordance with Section 2.02 hereofand delivery of definitive Securities of such series and tenor, the Trustee will authenticate (a) one or more Unrestricted Global and deliver definitive 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 beneficial interests in procedures of the restricted Depositary determine that any Global Securities accepted 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 exchange the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver, Securities of such series and tenor in the Exchange Offer and (b) unrestricted Securities 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 Restricted Securities accepted 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 may surrender such Global Security in exchange in whole or in part for Securities of the Exchange Offersame series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Concurrently with the issuance of such SecuritiesThereupon, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordinglyCompany shall execute, and the Company will execute and the Trustee will shall authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.deliver, without service charge,

Transfer and Exchange. Subject The Issuer shall cause to Sections 2.15 be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and 2.16in any other office or agency designated pursuant to Section 10.02 hereof being sometimes referred to herein as the "Security Register") in which, when subject to such reasonable regulations as the Registrar may prescribe, the Issuer shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee is hereby initially appointed Registrar for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any security of any series at the office or agency of the Issuer in Place of Payment for that series, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are presented so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the Registrar or foregoing, except as otherwise specified as contemplated by Section 3.01, any permanent Global Security shall be exchangeable only as provided in paragraph. If the beneficial owners of interest in a co-Registrar with a request to register the transfer of such Securities or permanent Global Security are entitled to exchange such interests for Securities for an equal of such series and of like tenor and principal amount of another authorized form and denomination, as specified and as subject to the conditions contemplated by Section 3.01, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee definitive Securities of other authorized denominationsthat series in aggregate principal amount equal to the principal amount of such permanent Global Security, executed by the Registrar Issuer. On or co-Registrar after the earliest date on which such interests may be so exchanged, such permanent global Securities shall register be surrendered from time to time by the transfer Common Depositary or make the exchange U.S. Depositary, as requested if its requirements the case may be, and in accordance with instructions given to the Trustee and the Common Depositary or the U.S. Depositary, as the case may be (which instructions shall be in writing but need not comply with Section 1.03 or be accompanied by an Opinion of Counsel), as shall be specified in the Issuer Order with respect thereto to the Trustee, as the Issuer's agent for such transaction are metpurpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered permanent Global Security, a like 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 shall be in the form of the Securities of such series; provided, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Company no such exchanges may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Security (i) occur during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 12.03 and ending at the close of business on the day of such mailing. Promptly following and such exchange in part, such permanent Global Security shall be returned by the Trustee to the Common Depositary or the U.S. Depositary, as the case may be, or such other Common Depositary or U.S. Depositary, as the case may be, or such other Common Depositary or U.S. Depositary referred to above. If a Security in the form specified for such series 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 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, such interest or Defaulted Interest will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such security in the form specified for such series, 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 provision of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligation, of the Issuer, evidencing the same debt, and entitled 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 or transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Securities to be transferred or exchanged, no service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 12.07 not involving any transfer. The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 12.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any security so selected for redemption in whole or in part pursuant to Article Threepart, except the unredeemed portion of any Security security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amount.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.11, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with 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 such Holder’s attorney duly authorized in writing including writing, at the signature office or agency of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesthe Company designated as Registrar or co-registrar pursuant to Section 2.03, (i) the Company shall execute execute, and the Trustee (or any Authenticating Agent) upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at of any authorized denomination or denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture and (ii) the Registrar’s Registrar shall record the information required pursuant to Section 2.03 regarding the designated transferee or co-Registrar’s requesttransferees in the Register. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewith. The Registrar or co-Registrar shall not be required to register with the registration of, transfer of or exchange of any Security (i) during a period beginning at the opening Securities from the Holder requesting such transfer or exchange. At the option of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingHolder, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through exchanged for other Securities of any authorized denomination or denominations, of a book-entry system maintained like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder of or such Global Security (Holder’s attorney-in-fact duly authorized in writing, at such office or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry systemagency. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights AgreementWhenever any Securities are so surrendered for exchange, the Company will issue andshall execute, and the Trustee upon receipt of an authentication order in accordance with Section 2.02 hereofa Company Order shall authenticate and deliver, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal that the Holder making the exchange is entitled to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securitiesreceive, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountbearing registration numbers not contemporaneously outstanding.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount at the Registrar’s or co-Registrar’s requestmaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount at maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company and the Registrar or co-RegistrarGuarantors shall execute, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, 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 and related Guarantees of any authorized denomination or denominations, of a like aggregate principal amount at the Registrar’s or co-Registrar’s requestmaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount at maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Securities and the related Guarantees which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change of 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the next preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Change of in Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Security (or its agent), and that ownership the purchase of a beneficial interest Security in part, the Security portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for any Security at a Registrar, together with an equal principal amount of Securities of other authorized denominationsassignment form in the form included in Exhibit A, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities 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 its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangeswriting, 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 of any authorized denomination or co-Registrar’s requestdenominations, representing a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Holder requesting such transfer or exchange; provided that this sentence shall not apply to any exchange pursuant to Sections 2.6(e), 2.9, 3.6, 3.11, 9.5 or 10.2(e). Subject to Section 2.12, at the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, representing a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder or its attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of or exchange of any Security (i) during any Securities or portions thereof selected or called for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (ii) any Securities or portions thereof in respect of which a Change of Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased), or (iii) any Securities for a period beginning at the opening of business 15 days before the any mailing of a notice of redemption Securities to be redeemed. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and ending at entitled to the close of business on same benefits under this Indenture, as the day of Securities surrendered upon such mailing, (ii) selected for redemption in whole transfer or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawnexchange. Any Each Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required agrees to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, indemnify the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to against any liability that may result from the persons designated by the Holders transfer, exchange or assignment of Securities so accepted Unrestricted Securities such Holder’s Security in the appropriate principal amountviolation of any provision of this Indenture and/or applicable United States federal or state securities law.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 --------------------- hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change of 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the --------------------- (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, the Guarantor shall endorse and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar governmental charge payable other govern mental charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Purchase Notice or Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accor dance with the terms of this Indenture (except, in the case of Securities to be pur chased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are When a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of 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 its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at the office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge An exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewith. The Registrar or co-Registrar relation thereto, and provided further that this sentence shall not be required apply to register the transfer of or any exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article ThreeSection 2.10, except 3.6, 3.11, 4.2 (last paragraph) or 10.5. Neither the unredeemed portion of any Security being redeemed in partCompany, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in Registrar nor the Security Trustee shall be required to be reflected in exchange or register a book-entry system. Upon the occurrence transfer of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global any Securities in an aggregate principal amount equal for a period of 15 days next preceding any selection of Securities to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and be redeemed, (b) unrestricted any Securities or portions thereof selected or called for redemption (except, in an aggregate principal amount equal the case of redemption of a Security in part, the portion not to be redeemed) or (c) any Securities or portions there in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the principal amount of same benefits under this Indenture as the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; providedPROVIDED, howeverHOWEVER, that the Securities every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a written instrument of transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Company Registrar and the Registrar or co-Registrar, each duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any transfer or exchange shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewith. The Registrar or co-Registrar shall not be required to register with the transfer of or exchange of any Security (i) during a period beginning at the opening of business 15 days before Securities from the mailing of a notice of redemption of Securities and ending at Securityholder requesting such transfer or exchange. Neither the close of business on Company, the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except Registrar nor the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security Trustee shall be required to be reflected exchange or register a transfer of any Securities in respect of which a book-entry system. Upon Fundamental Change Repurchase Notice has been given and not withdrawn by the occurrence of the Exchange Offer Holder thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be repurchased in part, the Company will issue andportion thereof not to be repurchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, upon receipt of an authentication order in accordance with Section 2.02 hereof, evidencing the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture, as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16compliance with any applicable additional requirements contained in Section 2.12, when Securities are a Security is presented to the Registrar or a co-Registrar with a request to register the a transfer of such Securities thereof or to exchange such Securities Security for an equal principal amount of Securities of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are metrequested; provided, however, that the Securities every Security presented or surrendered for registration of transfer or exchange shall shall, if such Security is a Certificated Security, be duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a written instrument of transfer certificate, in the form included in Exhibit B attached hereto, and in form reasonably satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Programwriting. To permit registrations registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s or co-Registrar’s 's request. No service charge Any exchange or transfer shall be made for any registration of transfer or exchangewithout charge, but except that the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax tax, assessment or similar other governmental charge payable that may be imposed in connection therewithrelation thereto, other than exchanges pursuant to Section 2.10, Section 13.5, Article 3, Article 4, Article 5 or Article 7 not involving any transfer. The Neither the Company, any Registrar or co-Registrar nor the Trustee shall not be required to exchange or register the a transfer of or exchange of any Security (i) during any Securities for a period beginning at the opening of business 15 days before the preceding any mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailingto be redeemed, (ii) any Securities or portions thereof selected or called for redemption (except, in whole or in part pursuant to Article Three, except the unredeemed portion case of any redemption of a Security being redeemed in part, and the portion thereof not to be redeemed) or (iii) during any Securities or portions thereof in respect of which a Fundamental Change of Control Offer Purchase Notice or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been delivered and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder thereof (except, in the case of such Global Security (or its agent), and that ownership the purchase of a beneficial interest Security in part, the Security portion thereof not to be purchased). All Securities issued upon any transfer or exchange of Securities shall be required to be reflected in a book-entry system. Upon the occurrence valid obligations of the Exchange Offer in accordance with Company, evidencing the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal same debt and entitled to the principal amount of same benefits under this Indenture as the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of surrendered upon such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amounttransfer or exchange.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16--------------------- Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Securities, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of exchange satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange exchanges of any Security (i) during a period beginning at the opening Securities in respect of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during which a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt terms of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountthis Indenture.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption exchanges of Securities and ending at the close in respect of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during which a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Repurchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be purchased in part, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security portion thereof not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountpurchased).

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.3, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at of any authorized denomination or denominations, of a like aggregate principal amount (or Accreted Value, if an Upward Interest Adjustment has occurred as contemplated in the Registrar’s or co-Registrar’s requestform of Security attached as Exhibit A-1 hereto). No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) Upon surrender for registration --------------------- of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Trustee duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by registrar pursuant to Section 2.03 or at the Holder thereof office or his attorney duly authorized agency referred to in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesSection 4.05, 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 at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate Principal Amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of or exchange of any Security (ia) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption (except, in whole or in part pursuant the case of Securities to Article Three, except the unredeemed portion of any Security being be redeemed in part, and the portion thereof not to be redeemed), (iiib) during any Securities in respect of which a Purchase Notice or a Change of in Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be purchased in part, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security portion thereof not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders purchased) or (c) any Securities for a period of 15 days before a selection of Securities so accepted Unrestricted Securities in the appropriate principal amountto be redeemed.

Transfer and Exchange. Subject to Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) Upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities at the Registrar’s of any authorized denomination or co-Registrar’s requestdenominations, of a like aggregate principal amount. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption exchanges of Securities and ending at the close in respect of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during which a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Repurchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of Securities to be purchased in part, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security portion thereof not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountpurchased).

Transfer and Exchange. (a) Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented upon surrender for registration of transfer of any Note, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or a cosuch Holder’s attorney-Registrar with a request to register in-fact duly authorized in writing, at the transfer office or agency of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominations, the Company-designated Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; providedpursuant to Section 2.04, however, that the Securities 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 attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchanges, (i) the Company shall execute execute, and the Trustee (or any authenticating agent) shall authenticate Securities at and deliver, in the Registrar’s name of the designated transferee or co-Registrar’s requesttransferees, one or more new Notes of any authorized denomination or denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture and (ii) the Registrar shall record the information required pursuant to Section 2.04 regarding the designated transferee or transferees in the Register. No service charge shall be made imposed by the Company, the Trustee, the Registrar, any co- Registrar or the Paying Agent for any registration of transfer or exchangeexchange of Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax documentary, stamp or similar issue or transfer taxes or governmental charge payable charges required in connection therewiththerewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for registration of transfer or exchange. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged, at such office or agency, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Holder or such Holder’s attorney-in-fact duly authorized in writing, and documents of identity and title satisfactory to Registrar. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. The Registrar or co-Registrar Company shall not be required to register make, and the transfer of Registrar need not register, transfers or exchange exchanges of any Security Note (ix) during surrendered for conversion or (y) in respect of which a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Fundamental Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer Purchase Notice has been given and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained validly withdrawn by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer thereof in accordance with the Registration Rights Agreementterms of this Indenture (except, in the case of a Note to be converted or purchased in part by the Company, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance portion of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security Note not to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountconverted or purchased).

Transfer and Exchange. Subject to Sections 2.15 and 2.16Section 2.12 hereof, when Securities are presented to the Registrar or a co-Registrar with a request to register the (a) upon surrender for registration of transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of other authorized denominationsany Security, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by together with a written instrument of transfer in form satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company and the designated as Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing including the signature of a participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and exchangesregistrar pursuant to Section 2.03, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at the Registrar’s or co-Registrar’s requestMaturity. No The Company shall not charge a service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax pay all taxes, assessments or similar other governmental charge payable charges that may be imposed in connection therewithwith the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity, upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Registrar or co-Registrar Company shall not be required to register make, and the transfer Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange any Securities 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 any Security (i) during Securities for a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Security being redeemed in part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to such Change of Control Offer or Net Proceeds Offer and not withdrawn. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Securities may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book-entry system. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee will authenticate (a) one or more Unrestricted Global Securities in an aggregate principal amount equal to the principal amount of the beneficial interests in the restricted Global Securities accepted for exchange in the Exchange Offer and (b) unrestricted Securities in an aggregate principal amount equal to the principal amount of the Restricted Securities accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Securities, the Trustee will cause the aggregate principal amount of the applicable restricted Global Security to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the persons designated by the Holders of Securities so accepted Unrestricted Securities in the appropriate principal amountredeemed.