Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. (a) At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment date.

Transfer and Exchange. (a) At When a Security is presented to the option of Registrar with a request to register a transfer, the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of Registrar shall register the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of transfer as requested in the Debt Securities to be exchanged at an office manner provided in this Section 2.07. Every Security presented or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration of transfer or exchange shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. To permit transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that the Holder making the exchange is entitled to receiveRegistrar’s request. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities The Company may require payment of a series sum sufficient to cover any tax or other governmental charge that may be imposed for any exchange or transfer but not be transferred except as a whole by the Depositary for any exchange pursuant to the nominee of the Depositary Section 2.10, 3.06 or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary9.05. The Company shall not be required required: (i) to issue, register the transfer of or exchange Debt Securities of any particular series Series during a period beginning at the opening of business 15 days before the day of mailing of a notice of selection for redemption of Debt Securities of such series selected for redemption that Series under Section 3.02 and ending at the close of business on the day of such mailingthe mailing of notice of redemption, or (ii) to register the transfer of of, or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part part. Notwithstanding any provisions to the contrary contained in Section 2.06 of this Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to this Section 2.07 for Securities registered in the names of Holders other than the Depository for such Security or its nominee only if: (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in either such case, the Company fails to appoint a successor Depository within 90 days of such event, (ii) the Company executes and delivers to the Trustee an Officers’ Certificate that such Global Security shall be so exchangeable or (iii) a Default shall have occurred and be continuing with respect to register the transfer Securities represented by such Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. Except as provided in this Section 2.07, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of such Depository, by a nominee of such Depository to such Depository or another nominee of such Depository or by the Depository or any such nominee to exchange any Debt Security between a record date for the payment successor Depository or a nominee of interest on such Debt Security and the next succeeding interest payment datesuccessor Depository.

Transfer and Exchange. (a) At Subject to Sections 2.15 and 2.16, when Securities are presented to the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except 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 Global Security) may be exchanged for other Debt Securities written instrument of transfer in form satisfactory to the same series Company and of like tenorthe Registrar or co-Registrar, of any duly executed by the Holder thereof or his attorney duly authorized denominations and in writing including the signature of a like aggregate principal amount participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part or part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to register 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 transfer 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 any Debt 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 between a record date for the payment of interest on such Debt Security to be reduced accordingly, and the next succeeding interest payment dateCompany 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) At the option Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of the Holder, Debt Securities of any series (except other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a Global Security) may be exchanged for other Debt Securities transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of the same series transfers and of like tenorexchanges, upon surrender of any authorized denominations 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 and Stated Maturity upon surrender of at the Debt Securities to Registrar's request. Any exchange or transfer shall be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangewithout charge, except that the Company shall executeor the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.7, 2.10, 2.12(a)(1), 3.6, 3.11, 4.2 (last paragraph) or 11.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, exchange or register the a transfer of or exchange Debt (a) any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of 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 Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt a Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part not to be redeemed) or (iiic) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion not to register be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateexchange.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At Subject to the option provisions of Section 2 of Appendix A, when Notes are presented to the Holder, Debt Securities of any series (except Registrar or a Global Security) may be exchanged co-registrar with a request to register a transfer or to exchange them for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate an equal principal amount and Stated Maturity upon surrender of Notes of other denominations, the Debt Securities to be exchanged at an office Registrar shall register the transfer or agency maintained in accordance make the exchange if its requirements, including, without limitation, compliance with Section 3.4. Whenever Appendix A, for such transaction are met; provided, however, that any Debt Securities are so Note presented or surrendered for exchangeregistration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder of such Note or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall executeIssue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate authenticate, Notes at the Registrar’s request. The Trustee shall notify the Company of all such registered transfers and deliver exchanges contemporaneously with the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee occurrence of such successor Depositarytransfer or exchange. The Neither the Company nor the Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of any redemption of Debt Securities of such series selected for redemption from the Company and ending at the close of business on the day the notice of such mailingredemption is sent to Holders, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Debt Security Note being redeemed in part may be transferred or exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to register such Change of Control Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.07 or 9.05, which the Company shall pay). Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or to exchange not such Note shall be overdue and notwithstanding any Debt Security between a record date notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on on, such Debt Security Note and for all other purposes, and notice to the next succeeding contrary shall not affect the Trustee, any Agent or the Company. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system (as described in Section 2.1(b) of Appendix A) maintained by the depository (or its agent), and that ownership of a beneficial interest payment datein the Global Note shall be required to be reflected in a book entry.

Transfer and Exchange. The Holder of this Global Security shall, by its acceptance of this Global Security, agree that transfers of beneficial interests in this Global Security may be effected only through a book entry system maintained by such Holder (or its agent), and that ownership of a beneficial interest in the Securities represented thereby shall be required to be reflected in book entry form. Transfers of this Global Security shall be limited to transfers in whole, and not in part, to the Depositary, its successors and their respective nominees. Interests of beneficial owners in this Global Security may be transferred in accordance with the rules and procedures of the Depositary (or its successors). This Global Security will be exchanged by the Company for one or more Certificated Securities if (a) At the option Depositary (i) has notified the Company that it is unwilling or unable to continue as, or ceases to be, a "Clearing Agency" registered under Section 17A of the Holder, Debt Securities of any series Exchange Act and (except ii) a Global Security) may be exchanged for other Debt Securities successor to the Depositary registered as a "Clearing Agency" under Section 17A of the same series Exchange Act is not appointed by the Company within 90 calendar days or (b) the Depositary is at any time unwilling or unable to continue as Depositary and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of successor to the Debt Securities Depositary is not able to be exchanged at appointed by the Company within 90 calendar days. If an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeEvent of Default occurs and is continuing, the Company shall, at the request of the Holder hereof, exchange all or a part of this Global Security for one or more Certificated Securities; provided that the principal amount at Stated Maturity of each of such Certificated Securities and this Global Security, after such exchange, shall executebe $1,000 or an integral multiple thereof. Whenever this Global Security is exchanged as a whole for one or more Certificated Securities, it shall be surrendered by the Holder to the Trustee for cancellation. Whenever this Global Security is exchanged in part for one or more Certificated Securities, it shall be surrendered by the Holder to the Trustee and the Trustee shall authenticate and deliver make the Debt Securities that appropriate notations thereon pursuant to Section 2.05 of the Holder making the exchange is entitled to receiveIndenture. Notwithstanding any other provision of Interests in this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except exchanged for Certificated Securities other than as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositaryprovided in this paragraph. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment date.100

Transfer and Exchange. (a) At No transfer or exchange of Securities may be effected unless the option Securities are presented to the Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt such Securities or to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged authorized denominations. The Registrar shall then register the transfer or make the exchange if its requirements for other Debt Securities such transactions are met. To permit registrations of the same series transfers and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company Corporation shall execute, execute and the Trustee shall authenticate Securities at the Registrar's request. The Trustee, the Registrar and deliver the Debt Securities that the Holder making the exchange is Paying Agent shall be entitled to receive. Notwithstanding any other provision rely on such representation in authenticating, registering the transfer or exchange of, or making of this Section 2.8payments on, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor DepositarySecurities. The Company Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days Business Days before the day of mailing any selection of a notice of redemption of Debt Securities of such series selected for redemption under Section 10.04 and ending at the close of business on the day of such mailingselection, or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except for the unredeemed portion of any Debt Security being redeemed in part part. Notwithstanding anything to the contrary contained herein, any global Security shall be exchangeable for definitive securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository and a successor depository is not appointed by the Corporation within 90 days of the date the Corporation is so informed in writing, (ii) the Corporation executes and delivers to the Trustee an Order of the Corporation to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to register the transfer Securities. If the beneficial owners of or an interest in a global Security are entitled to exchange such interest for definitive Securities, then without unnecessary delay but in any Debt event not later than the earliest date on which such interest may be so exchanged, the Corporation 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 Corporation. On or after the earliest date on which such interests may be so exchanged, such global Security between shall be surrendered by the Depository, and in accordance with instructions given to the Trustee and the Depository (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), as the Corporation'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 each portion of such surrendered global Security, a record like aggregate principal amount of definitive Securities of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which shall be in the form of fully registered Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of 15 Business Days before the day of any selection of Securities for redemption under Section 10.04 and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository, or such other Depository referred to above in accordance with the instructions of the Corporation referred to above. If a definitive Security is issued in exchange for any portion of a global Security after the close of business at the Corporate Trust Office on or after (i) any Regular Record Date for such Security and before the opening of business at such Corporate Trust Office on the next Interest Payment Date or (ii) any Special Record Date for such Security and before the opening of business at such Corporate Trust Office on the related proposed date for the payment of interest or defaulted interest, as the case may be, interest shall not be payable on such Debt Interest Payment Date or proposed date for payment, as the case may be, in respect of such 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 and shall be payable in accordance with the next succeeding interest payment dateprovisions of this Indenture.

Transfer and Exchange. (a) At Subject to the option provisions of Section 2 of Appendix A, when Notes are presented to the Holder, Debt Securities of any series (except Registrar or a Global Security) may be exchanged co-registrar with a request to register a transfer or to exchange them for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate an equal principal amount and Stated Maturity upon surrender of Notes of other denominations, the Debt Securities to be exchanged at an office Registrar shall register the transfer or agency maintained in accordance make the exchange if its requirements, including, without limitation, compliance with Section 3.4. Whenever Appendix A, for such transaction are met; provided, however, that any Debt Securities are so Note presented or surrendered for exchangeregistration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder of such Note or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall executeIssue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate authenticate, Notes at the Registrar’s request. The Trustee shall notify the Company of all such registered transfers and deliver exchanges contemporaneously with the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee occurrence of such successor Depositarytransfer or exchange. The Neither the Company nor the Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Note (i) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of any redemption of Debt Securities of such series selected for redemption from the Company and ending at the close of business on the day the notice of such mailingredemption is sent to Holders, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Debt Security Note being redeemed in part may be transferred or exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to register such Change of Control Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.07 or 9.05, which the Company shall pay). Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or to exchange not such Note shall be overdue and notwithstanding any Debt Security between a record date notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on on, such Debt Security Note and for all other purposes, and notice to the next succeeding contrary shall not affect the Trustee, any Agent or the Company. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system (as described in Section 2.1(b) of Appendix A) maintained by the Depository (or its agent), and that ownership of a beneficial interest payment datein the Global Note shall be required to be reflected in a book entry.

Transfer and Exchange. (a) At Subject to the option provisions of Sections 2.15 and 2.16, when Securities are presented to the Holder, Debt 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 any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt 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 to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.02, 2.10, 3.06, 4.05, 4.14, or to a nominee of such successor Depositary10.05). The Company Registrar or co-Registrar shall not be required to register the transfer or exchange of any Security (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three hereof, except the unredeemed portion of any Debt Security being redeemed in part part. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any Agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest in a Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (iii) or its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry.

Transfer and Exchange. (a) At Subject to Sections 2.15 and 2.16, when Notes are presented to the option Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the HolderRegistrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, Debt Securities however, that the Notes presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of any series (except a Global Security) may be exchanged for other Debt Securities transfer in form satisfactory to the Trustee and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of the same series transfers and of like tenor, of any authorized denominations and exchanges of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangePhysical Note, the Company shall execute, execute and the Trustee upon Company Order shall authenticate and deliver Notes at the Debt Securities that Registrar’s or co-Registrar’s written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Note (i) during a period beginning at the opening of business 15 days before the day of mailing sending of a notice of redemption pursuant to Section 3.03 and paragraph 5 of Debt Securities of such series selected for redemption the Notes and ending at the close of business on the day of such mailing, sending and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security Note being redeemed in part part. 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 Security may be effected only through a book entry system maintained by the Holder of such Global Security (or (iii) its agent), and that ownership of a beneficial interest in the Note shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry system.

Transfer and Exchange. (a) At the option Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of the Holder, Debt Securities of any series (except other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a Global Security) may be exchanged for other Debt Securities transfer certificate each in the form included in Exhibit A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of the same series transfers and of like tenorexchanges, upon surrender of any authorized denominations 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 and Stated Maturity upon surrender of at the Debt Securities to Registrar's request. Any exchange or transfer shall be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangewithout charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; and provided, that this sentence shall executenot apply to any exchange pursuant to Section 2.10, and 2.12(a), 3.6, 3.12, 4.2 (last paragraph) or 10.5. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to exchange or register a transfer of (i) to issue, register the transfer of or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of next preceding any mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailingto be redeemed, (ii) to register the transfer of any Securities or to exchange any Debt Security so portions thereof selected or called for redemption (except, in whole or the case of redemption of a Security in part, except the unredeemed portion of any Debt Security being redeemed in part thereof not to be redeemed) or (iii) any Securities or portions thereof in respect of which a Change in Control Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to register be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateexchange.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar (athrough the Presenting Agent or otherwise) At with a request to register the option transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt 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 to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar’s or co-Registrar’s written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.02, 2.10, 3.06, 4.12, 4.21 or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or (iii) its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry system.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At When Securities are presented to the option Registrar or a co-Registrar with a re- quest to register the transfer or to exchange them for an equal principal amount of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount Series and Stated Maturity upon surrender of other autho- rized denominations, the Debt Securities to be exchanged at an office Registrar shall register the transfer or agency maintained in accordance with Section 3.4make the ex- change as requested if its requirements for such transactions are met. Whenever any Debt Securities are so surrendered for exchangeTo per- mit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's request. No serv- ice charge shall be made to any Holder for any registration of transfer or ex- change, but the Holder making Company or the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Trustee may require payment of a series may not sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3A.08 or 9.05 in which case such transfer taxes or similar governmental charges shall be transferred except as a whole paid by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor DepositaryCom- pany). The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities any Security of any particular series Series during a period beginning at the opening of business the day which is 15 days Business Days before the day of the mailing of a notice of redemption of Debt Securities of such series Series selected for redemption under Sec- tion 3A.04 or 3B.01 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange any Debt Security so selected se- lected for redemption in whole or in part, except except, in the unredeemed portion case of any Debt Security being to be redeemed in part, the portion thereof not to be redeemed. Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or part of the Securities of a Series may not be transferred except as a whole by the Depository for such Series to a nominee of such Depository or by a nominee of such Depository to such Deposi- tory or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such Series or a nominee of such succes- sor Depository. If at any time the Depository for any Securities of a Series represented by one or more Global Securities notifies the Company that it is unwilling or un- able to continue as Depository for such Series or if at any time the Deposi- tory for such 17 Series shall no longer be eligible under Section 2.03, the Company shall ap- point a successor Depository with respect to such Series. If a successor De- pository for such Series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election that the Securities be represented by one or more Global Securities pursuant to Section 2.02 shall no longer be effective and the Com- pany shall deliver Securities of such Series executed by the Company to the Trustee, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall, in accordance with Section 2.03 and such Company Order, authenticate and deliver Securities of such Series, in any authorized denominations, in an aggregate principal amount equal to the prin- cipal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Se- curities of any Series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company shall deliver Securities of such Series executed by the Com- pany to the Trustee, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall, in accordance with Section 2.03 and such Company Order, authenticate and deliver Securities of such Se- xxxx, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series, in exchange for such Global Security or Securities. If specified by the Company in the Authorizing Resolution and/or supplemental indenture (iiiif any) relating to the Securities of a Series represented by a Global Security, the Depository for such Series may surrender such Global Se- curity in exchange in whole or in part for Securities of the same Series on such terms as are acceptable to the Company and the Depository. Thereupon, the Company shall deliver Securities of such Series executed by the Company to the Trustee, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall, in accordance with Section 2.03 and such Company Order, authenticate and deliver, without charge, (1) to register the transfer person specified by such Depository, a new Security or Securi- ties of or the same Series, in any authorized denominations as requested by such person, in an aggregate principal amount equal to and in exchange any Debt Security between a record date for such person's beneficial interest in the payment of interest on such Debt Security and the next succeeding interest payment date.Global Security; and

Transfer and Exchange. The Holder of this Global Security shall, by its acceptance of this Global Security, agree that transfers of beneficial interests in this Global Security may be effected only through a book entry system maintained by such Holder (or its agent), and that ownership of a beneficial interest in the Securities represented thereby shall be required to be reflected in book entry form. Transfers of this Global Security shall be limited to transfers in whole, and not in part, to the Depositary, its successors and their respective nominees. Interests of beneficial owners in this Global Security may be transferred in accordance with the rules and procedures of the Depositary (or its successors). This Global Security will be exchanged by the Company for one or more Certificated Securities if (a) At the option Depositary (i) has notified the Company that it is unwilling or unable to continue as, or ceases to be, a "Clearing Agency" registered under Section 17A of the Holder, Debt Securities of any series Exchange Act and (except ii) a Global Security) may be exchanged for other Debt Securities successor to the Depositary registered as a "Clearing Agency" under Section 17A of the same series Exchange Act is not appointed by the Company within 90 calendar days or (b) the Depositary is at any time unwilling or unable to continue as Depositary and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of successor to the Debt Securities Depositary is not able to be exchanged at appointed by the Company within 90 calendar days. If an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeEvent of Default occurs and is continuing, the Company shall, at the request of the Holder hereof, exchange all or a part of this Global Security for one or more Certificated Securities; provided that the principal amount at Stated Maturity of each of such Certificated Securities and this Global Security, after such exchange, shall executebe $1,000 or an integral multiple thereof. Whenever this Global Security is exchanged as a whole for one or more Certificated Securities, it shall be surrendered by the Holder to the Trustee for cancellation. Whenever this Global Security is exchanged in part for one or more Certificated Securities, it shall be surrendered by the Holder to the Trustee and the Trustee shall authenticate and deliver make the Debt Securities that appropriate notations thereon pursuant to Section 2.05 of the Holder making the exchange is entitled to receiveIndenture. Notwithstanding any other provision of Interests in this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except exchanged for Certificated Securities other than as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption provided in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datethis paragraph.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption under Section 9.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) part. Prior to register the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or to exchange any Debt co-registrar may deem and treat the person in whose name a Security between a record date is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Debt Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the next succeeding interest payment dateCompany, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. If at any time the Depository for the whole or part of the Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for such Securities or if at any time the Depository for such Securities shall no longer be eligible under Section 2.03, the Company shall appoint a successor Depository with respect to such Securities. If a successor Depository for such Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.01 shall no longer be effective with respect to such Securities and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, corresponding Securities in definitive form in an aggregate principal amount equal to the Principal Amount of the Global Security representing such Securities in exchange for such Global Security. If specified by the Company pursuant to Section 2.01 with respect to a series of Securities, the Company may at any time and in its sole discretion determine that 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 corresponding definitive Securities, will authenticate and deliver such Securities in definitive form and in an aggregate Principal Amount equal to the Principal Amount of such Global Security or Securities in exchange for such Global Security or Securities.

Transfer and Exchange. (a) At The Securities are issuable only in registered form. A Holder may transfer a Security by written application to the option Registrar stating the name of the Holderproposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, Debt and such transferee shall succeed to the rights of a Holder only upon, registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Guarantor, the Trustee, and any agent of the Company, the Guarantor or the Trustee shall treat the Person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Guarantor, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of or beneficial owner of an interest in 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 the Depositary (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. When Securities are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for other Debt Securities such transactions are met. To permit registrations of the same series transfers and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained exchanges in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangethe terms, conditions and restrictions hereof, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar’s request. No service charge shall be made to any Holder for any registration of transfer or exchange or redemption of the Securities, but the Company may require payment by the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to a successor Depositary Section 2.11, 4.11, 4.12, 9.08 or to a nominee of such successor Depositary10.04). The Company Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Debt Securities of such series selected for redemption under Section 9.03 or Section 9.08 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datepart.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Securities, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity amount, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. The Securities shall be issued in registered form and 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 with a request to register a transfer, the Registrar shall register the transfer as requested if (ax) At the option requirements of Section 8-401(l) of the HolderUniform Commercial Code and any other applicable provisions of law are met and (y) such transfer complies with the provisions of the Appendix to this Indenture, Debt if applicable. Definitive Securities surrendered for transfer 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-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities of denominations, the Registrar shall make the exchange as requested if the same series requirements as for a transfer thereof are met. To permit registration of transfers and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that the Holder making the Registrar's or co-registrar's request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange is entitled pursuant to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary2.06. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) to issue, register the transfer of or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day a selection of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of be redeemed or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying-Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of any Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to this Section 2.06 will evidence the same debt and will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount and of like series. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange, other than exchanges pursuant to Section 2.9 not involving any transfer. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity series upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issuemake, register and the transfer of Registrar need not register, transfers or exchange Debt Securities exchanges of any particular series during Securities in respect of which a period beginning at Repurchase Notice or Fundamental Change Repurchase Notice has been given and not withdrawn by the opening Holder thereof in accordance with the terms of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datethis Indenture.

Transfer and Exchange. (a) At When Securities are presented to the option Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount Series and Stated Maturity upon surrender of other authorized denominations, the Debt Securities to be exchanged at an office Registrar shall register the transfer or agency maintained in accordance with Section 3.4make the exchange as requested if its requirements for such transactions are met. Whenever any Debt Securities are so surrendered for exchangeTo permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate Securities at the Registrar's request, and deliver the Debt Securities that Guarantors shall each execute the Guarantees endorsed on such Securities. No service charge shall be made to any Holder making for any registration of transfer or exchange, but the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole Company or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Trustee may require payment of a series may not sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3A.08 or 9.05 in which case such transfer taxes or similar governmental charges shall be transferred except as a whole paid by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor DepositaryCompany). The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities any Security of any particular series Series during a period beginning at the opening of business the day which is 15 days Business Days before the day of the mailing of a notice of redemption of Debt Securities of such series Series selected for redemption under Section 3A.04 or 3B.01 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Debt Security being to be redeemed in part, the portion thereof not to be redeemed. Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities, a Global Security representing all or (iii) part of the Securities of a Series may not be transferred except as a whole by the Depository for such Series to register a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such Series or a nominee of such successor Depository. If at any time the transfer Depository for any Securities of a Series represented by one or more Global Securities notifies the Company that it is unwilling or unable to exchange continue as Depository for such Series or if at any Debt Security between time the Depository for such Series shall no longer be eligible under Section 2.03, the Company shall appoint a record date successor Depository with respect to such Series. If a successor Depository for such Series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, or an Event of Default occurs and is continuing, the Company's election that the Securities be represented by one or more Global Securities pursuant to Section 2.02 shall no longer be effective and the Company shall deliver to the Trustee Securities of such Series executed by the Company, and with Guarantees endorsed thereon and executed by the Guarantors, together with a Company Order for the payment authentication and delivery of interest such Securities, and the Trustee shall, in accordance with Section 2.03 and such Company Order, authenticate and deliver Securities of such Series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any Series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company shall deliver to the Trustee Securities of such Series executed by the Company, and with Guarantees endorsed thereon and executed by the Guarantors, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall, in accordance with Section 2.03 and such Company Order, authenticate and deliver Securities of such Series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series, in exchange for such Global Security or Securities. If specified by the Company in the Authorizing Resolutions and/or supplemental indenture (if any) relating to the Securities of a Series represented by a Global Security, the Depository for such Series may surrender such Global Security in exchange in whole or in part for Securities of the same Series on such Debt Security terms as are acceptable to the Company and the next succeeding interest payment date.Depository. Thereupon, the Company shall deliver to the Trustee Securities of such Series executed by the Company, and with Guarantees endorsed thereon and executed by the Guarantors, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall, in accordance with Section 2.03 and such Company Order, authenticate and deliver, without charge,

Transfer and Exchange. (a) At Subject to the option provisions of Section 2 of Appendix A, when Notes are presented to the Holder, Debt Securities of any series (except Registrar or a Global Security) may be exchanged co-registrar with a request to register a transfer or to exchange them for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate an equal principal amount and Stated Maturity upon surrender of Notes of other denominations, the Debt Securities to be exchanged at an office Registrar shall register the transfer or agency maintained in accordance make the exchange if its requirements, including, without limitation, compliance with Section 3.4. Whenever Appendix A, for such transaction are met; provided, however, that any Debt Securities are so Note presented or surrendered for exchangeregistration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder of such Note or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall executeIssue (and the Subsidiary Guarantors shall execute the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate authenticate, Notes at the Registrar’s request. The Trustee shall notify the Company of all such registered transfers and deliver exchanges contemporaneously with the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee occurrence of such successor Depositarytransfer or exchange. The Neither the Company nor the Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Note (i) during a period beginning at the opening of business 15 days before the day of mailing the delivery of a notice of any redemption of Debt Securities of such series selected for redemption from the Company and ending at the close of business on the day the notice of such mailingredemption is sent to Holders, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Debt Security Note being redeemed in part may be transferred or exchanged, and (iii) during a Change of Control Offer or an Asset Sale Offer if such Note is tendered pursuant to register such Change of Control Offer or Asset Sale Offer and not withdrawn. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange pursuant to Section 2.10, 3.07 or 9.04, which the Company shall pay). Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note (whether or to exchange not such Note shall be overdue and notwithstanding any Debt Security between a record date notation of ownership or other writing on such Note made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on on, such Debt Security Note and for all other purposes, and notice to the next succeeding contrary shall not affect the Trustee, any Agent or the Company. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system (as described in Section 2.1(b) of Appendix A) maintained by the depository (or its agent), and that ownership of a beneficial interest payment datein the Global Note shall be required to be reflected in a book entry.

Transfer and Exchange. (a) At When Securities are presented to the option Registrar or a co-Registrar with a re- quest to register the transfer or to exchange them for an equal principal amount of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount Series and Stated Maturity upon surrender of other autho- rized denominations, the Debt Securities to be exchanged at an office Registrar shall register the transfer or agency maintained in accordance with Section 3.4make the ex- change as requested if its requirements for such transactions are met. Whenever any Debt Securities are so surrendered for exchangeTo per- mit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's request. No serv- ice charge shall be made to any Holder for any registration of transfer or ex- change, but the Holder making Company or the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Trustee may require payment of a series may not sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3A.08 or 9.05 in which case such transfer taxes or similar governmental charges shall be transferred except as a whole paid by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor DepositaryCom- pany). The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities any Security of any particular series Series during a period beginning at the opening of business the day which is 15 days Business Days before the day of the mailing of a notice of redemption of Debt Securities of such series Series selected for redemption under Sec- tion 3A.04 or 3B.01 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange any Debt Security so selected se- lected for redemption in whole or in part, except except, in the unredeemed portion case of any Debt Security being to be redeemed in part, the portion thereof not to be redeemed. Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities, a Global Security represent- ing all or (iii) part of the Securities of a Series may not be transferred except as a whole by the Depository for such Series to register a nominee of such Depository or by a nominee 17 of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such Se- xxxx or a nominee of such successor Depository. If at any time the transfer Depository for any Securities of a Series represented by one or more Global Securities notifies the Company that it is unwilling or un- able to exchange continue as Depository for such Series or if at any Debt Security between time the Deposi- tory for such Series shall no longer be eligible under Section 2.03, the Com- pany shall appoint a record date successor Depository with respect to such Series. If a successor Depository for such Series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligi- bility, the Company's election that the Securities be represented by one or more Global Securities pursuant to Section 2.02 shall no longer be effective and the Company shall deliver Securities of such Series executed by the Com- pany to the Trustee, together with a Company Order for the payment authentication and delivery of interest such Securities, and the Trustee shall, in accordance with Section 2.03 and such Company Order, authenticate and deliver Securities of such Se- xxxx, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Se- curities of any Series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company shall deliver Securities of such Series executed by the Com- pany to the Trustee, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall, in accordance with Section 2.03 and such Company Order, authenticate and deliver Securities of such Se- xxxx, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series, in exchange for such Global Security or Securities. If specified by the Company in the Authorizing Resolution and/or supplemental indenture (if any) relating to the Securities of a Series represented by a Global Security, the Depository for such Series may surrender such Global Se- curity in exchange in whole or in part for Securities of the same Series on such Debt Security terms as are acceptable to the Company and the next succeeding interest payment date.Depository. Thereupon, the Company shall deliver Securities of such Series executed by the Company to the Trustee, together with a Company Order for the authentication and delivery of such

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 (ahaving the Guarantee endorsed thereon by the Guarantor) of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver deliver, the Debt Securities that (having the Guarantee endorsed thereon by the Guarantor) which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. Upon surrender for registration of --------------------- transfer of any Security, together with a written instrument of transfer 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 designated as Registrar or co-registrar pursuant to Section 2.03 or at the office or agency referred to in Section 4.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange (a) other than any exchange of a temporary Security for a definitive Security not involving any change in ownership). At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of (ia) Securities selected for redemption (except, in the case of Securities to issuebe redeemed in part, register the transfer portion thereof not to be redeemed), (b) any Securities in respect of which a Purchase Notice or exchange Debt 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 of to be purchased in part, the portion thereof not to be purchased) or (c) any particular series during Securities for a period beginning at the opening of business 15 days before the day of 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 Debt Securities the Depositary, transfers of such series selected for redemption and ending at the close of business on the day of such mailinga global Security, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except shall be made only in accordance with Section 2.11 and this Section 2.06. Transfers of a global Security shall be limited to transfers of such global Security in whole, or in part, to nominees of the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of Depositary or to exchange any Debt Security between a record date for successor of the payment of interest on Depositary or such Debt Security and the next succeeding interest payment datesuccessor's nominee.

Transfer and Exchange. (aThe Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer in compliance with the Appendix. When a Security is presented to 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 and Section 8-401(a) At the option of the Holder, Debt Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeSecurities, the Company shall execute, execute and the Trustee shall authenticate Securities at the Company’s request. The Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges not involving any transfer pursuant to Sections 2.06, 2.07, 2.09, 3.06, 4.03, 4.04, 9.05, 13.03(b) and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision 14.02(c) of this Section 2.8, unless and until it is exchanged in whole Indenture or in part for Debt Securities in definitive registered form, a Global Security representing all Sections 2.3 or a portion 2.4 of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor DepositaryAppendix). The Company shall not be required to make and the Registrar need not register transfers or exchanges for other Securities of (i) any Securities selected for redemption (except, in the case of Securities to issuebe redeemed in part, register the transfer of portion thereof not to be redeemed) or exchange Debt (ii) any Securities of any particular series during for a period beginning at the opening of business 15 days before a selection of Securities to be redeemed or 15 days before an Interest Payment Date. Prior to the day due presentation for registration of mailing transfer of any Security, the Company, the REIT, the Guarantors, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a notice of redemption of Debt Securities Security is registered as the absolute owner of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the purpose of receiving payment of principal of and interest on such Debt Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the next succeeding Company, the REIT, the Guarantors, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any holder of a beneficial interest payment datein a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in the Global Security may be effected only through a book-entry system maintained by (a) the holder of such Global Security (or its agent) or (b) any holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange for other Securities 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.

Transfer and Exchange. (a) At the option Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of the Holder, Debt Securities of any series (except other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall, if such Security is a Global Certificated Security) may , be exchanged for other Debt Securities duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a transfer certificate, in the form included in Exhibit B attached hereto, and in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of the same series transfers and of like tenorexchanges, upon surrender of any authorized denominations 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 and Stated Maturity upon surrender of at the Debt Securities to Registrar's request. Any exchange or transfer shall be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangewithout charge, except that the Company shall executeor the Registrar may require payment of a sum sufficient to cover any tax, and assessment or other governmental charge that may be imposed in relation 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. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to exchange or register a transfer of (i) to issue, register the transfer of or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of preceding any mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailingto be redeemed, (ii) to register the transfer of any Securities or to exchange any Debt Security so portions thereof selected or called for redemption (except, in whole or the case of redemption of a Security in part, except the unredeemed portion of any Debt Security being redeemed in part thereof not to be redeemed) or (iii) any Securities or portions thereof in respect of which a Put Notice has been delivered and not validly withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to register be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateexchange.

Transfer and Exchange. (a) At Subject to Section 204, when Securities are presented to the option Registrar with a request from the Holder of the Holder, Debt such Securities to register a transfer or to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities of authorized denominations, the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of Registrar shall register the Debt Securities to be exchanged at an office transfer as requested. Every Security presented or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, issue and execute and the Trustee shall authenticate and deliver new Securities evidencing such transfer or exchange at the Debt Securities that Registrar’s request. No service charge shall be made to the Holder making the exchange is entitled to receive. Notwithstanding for any other provision registration of this Section 2.8, unless and until it is exchanged in whole transfer or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositaryexchange. The Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 304 or 1107, (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required (i) to issue, exchange or register the a transfer of or exchange Debt Securities of any particular series during Security for a period beginning at the opening of business 15 days before immediately preceding the day of mailing of a notice of redemption of Debt Securities to be redeemed or of such series selected any Security selected, called or being called for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of the Global Security or a beneficial interest in the Global Security shall, by acceptance of such Global Security or beneficial interest, agree that transfers of the beneficial interests in such Global Security may be effected only through a book entry system maintained by the Holder of such Global Security (iii) or its agent), and that ownership of a beneficial interest in the Global Security shall be required to register be reflected in a book entry. Except as expressly provided herein, neither the transfer of Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to exchange the Company’s compliance with any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateFederal or state securities laws.

Transfer and Exchange. (a) At Subject Section 2.15 and Section 2.16 hereof, where Securities are presented to the option Registrar with a request to register their transfer or to exchange them for an equal principal amount of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangedenominations, the Company Registrar shall executeregister the transfer or make the exchange if its requirements under this Indenture for such transaction are met. To permit registrations of transfer and exchanges, and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar’s request or upon the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Trustee’s receipt of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor DepositaryCompany Order therefor. The Company Company, the Registrar or the Trustee, as the case may be, shall not be required (i) to issue, register the transfer of or exchange Debt any Security for which a Repurchase Notice has been delivered, and not withdrawn, in accordance with this Indenture, except if the Company has defaulted in the payment of the Fundamental Change Repurchase Price with respect to such Security or to the extent that a portion of such Security is not subject to such Repurchase Notice. No service charge shall be made for any transfer, exchange or conversion of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Securities, other than exchanges pursuant to Section 2.07, Section 2.10, Section 3.01, Section 9.04 or Section 10.02, in each case, not involving any transfer. If a Holder of a Physical Security wishes at any time to transfer such Physical Security (or portion thereof) to a Person who is not an Affiliate or an SLP Entity (that is required to take delivery thereof in the form of a Physical Security) or wishes to exchange its Physical Security for a Global Security after the Resale Restriction Termination Date, such Holder shall, subject to the restrictions on transfer set forth herein and in such Physical Security and the rules of the Depositary, and so long as the Securities are eligible for book-entry settlement with the Depositary, cause the exchange of such Physical Security for a beneficial interest in a Global Security. Upon receipt by the Registrar of (1) such Physical Security, duly endorsed as provided herein, (2) instructions from such Holder directing the Trustee to increase the aggregate principal amount of the Global Security deposited with the Depositary or with the Trustee as custodian for the Depositary by the same aggregate principal amount as the Physical Security to be exchanged, such instructions to contain the name or names of a member of, or participant in, the Depositary that is designated as the transferee, the account of such member or participant and other appropriate delivery instructions, (3) in the case of a transfer, the assignment form on the back of the Physical Security completed in full, and (4) in the case of a transfer of Restricted Securities, an Affiliate Security or an SLP Security, such certifications or other information and/or legal opinions (which shall be required in the case of transfers of any particular series during Affiliate Security or SLP Security by any Affiliated Entity or SLP Entity, as applicable, pursuant to Rule 144 under the Securities Act), as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a period beginning at transaction not subject to, the opening registration requirements of business 15 days before the day Securities Act (or in the case of mailing an exchange, the date of a notice of redemption of Debt Securities the Resale Restriction Termination Date shall be on or prior to the date of such series selected for redemption exchange), then the Trustee shall cancel or cause to be canceled such Physical Security and ending at concurrently therewith shall cause, or direct the close Registrar to cause, in accordance with the applicable procedures of business on the day Depositary, an increase to the aggregate principal amount of the Global Security or issue a new Global Security by the same aggregate principal amount as the Physical Security canceled; provided, that in the case of any transfer of an Affiliate Security or an SLP Security to a Person taking delivery thereof as a beneficial interest in a Global Security, any such mailingtransfer shall be made only pursuant either (i) in a transaction complying with Rule 144, (ii) pursuant to register an effective registration statement, such effectiveness to be certified by the transfer of or Company to exchange any Debt Security so selected for redemption in whole or in partthe Trustee, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register Persons who agree to be bound by the transfer of or restrictions applicable to exchange any Debt Security between a record date such Holders for the payment of interest on so long as such Debt Security and the next succeeding interest payment datetransferred securities constitutes “restricted securities.”

Transfer and Exchange. When Debentures are presented to the Registrar or a coregistrar with a request to register the transfer or to exchange them for an equal principal amount of Debentures of other denominations, the Registrar shall register the transfer or make the exchange, provided that every Debenture presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Trustee shall authenticate Debentures at the Registrar's written request (awhich written request may be waived by the Trustee so long as the Trustee and Registrar are one and the same). No service charge shall be made for any registration of transfer or exchange of Debentures to the Debentureholders, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant to Section 2.10 or 3.07. A Global Security shall be exchangeable pursuant to this Section for Debentures registered in the names of Persons other than the Depository or its nominee only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section if (i) At such Depository notifies the option Corporation that it is unwilling or unable to continue as Depository for such Debentures or at any time ceases to be a clearing agency registered as such under the Exchange Act, (ii) the Corporation executes and delivers to the Trustee an Officers' Certificate providing that such Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of the Holder, Debt Securities of any series (except Default. Debentures so issued in exchange for a Global Security) may Security shall be exchanged for other Debt Securities of the same series and of like tenor, of any in authorized denominations of $1,000 or integral multiples thereof and of a like in the aggregate having the same principal amount and Stated Maturity upon surrender of as the Debt Securities Global Security to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchange, the Company shall executeexchanged, and shall be registered in such names as the Trustee Depository shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receivedirect. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered formSection, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary Depository to the a nominee of the Depositary such Depository or by a nominee of the Depositary such Depository to the Depositary such Depository or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateDepository.

Transfer and Exchange. (a) At Subject to Sections 2.17 and 2.18, when Securities are presented to the option Registrar with a request from the Holder of the Holder, Debt such Securities to register a transfer or to exchange them for an equal principal amount of any series (except a Global Security) may be exchanged for other Debt Securities of the same series of other authorized denominations, the Registrar shall register the transfer as requested. Every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of like tenortransfers and exchanges, of any authorized denominations the Issuer shall issue and execute and, upon receipt of a like aggregate principal amount and Stated Maturity upon surrender written order of the Debt Securities to be exchanged at Issuer in the form of an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeOfficer’s Certificate, the Company shall execute, and the Trustee shall authenticate new Securities (and deliver the Debt Securities that Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holders for any registration of transfer or exchange. The Issuer or the Trustee may require from the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities payment of a series sum sufficient to cover any transfer taxes or other governmental charge that may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee imposed in relation to a successor Depositary transfer or exchange, but this provision shall not apply to a nominee any exchange pursuant to Section 2.12, 3.07, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such successor Depositarytaxes). The Company Registrar shall not be required (i) to issue, exchange or register the a transfer of or exchange Debt Securities any Security of any particular a series during for a period beginning at of fifteen (15) days immediately preceding the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected to be redeemed or of any Security of such series selected, called or being called for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security of such series being redeemed in part part. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of the beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or (iii) its agent), and that ownership of a beneficial interest in the Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry.

Transfer and Exchange. (a) At Subject to Sections 2.16 and 2.17, when Securities are presented to the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except a Global Security) may be exchanged other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for other Debt such transaction are met; provided, however, that the Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration 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 attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security, and the Company shall not be required to issue any Security, (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part or part, and (iii) during a Change of Control Offer or a Net Proceeds Offer if such Security is tendered pur- suant to register 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 transfer Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry system.

Transfer and Exchange. (a) At Subject to the option provisions of Sections 2.15 and 2.16, when Securities are presented to the Holder, Debt 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 any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt 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 to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute the Securities and the Guarantor shall execute the Guarantee and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.02, 2.10, 3.06, 4.12, 4.24 or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or (iii) its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook- entry system.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate Original Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt subject to Section 2.12 hereof and the other provisions of this Section 2.06, Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Original Principal Amount upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at to be redeemed or the close of business on the day of such mailing, (ii) to register the transfer of Repurchase Date or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateFundamental Change Repurchase Date.

Transfer and Exchange. (a) At Transfer and Exchange of Global Securities. Transfer of ------------------------------------------ the option of Global Securities shall be by delivery. Global Securities will be exchanged by the HolderCompany for Physical Securities only (i) if DTC notifies the Company that it is unwilling or unable to continue to act as depositary with respect to the Global Securities or ceases to be a clearing agency registered under the Exchange Act and, Debt in either case, a successor depositary registered as a clearing agency under the Exchange Act is not appointed by the Company within 120 days, (ii) at any time if the Company in its sole discretion determines that the Global Securities of any series (except a Global Securityin whole but not in part) may should be exchanged for other Debt Physical Securities or (iii) if the owner of an interest in the Global Securities requests such Physical Securities, following an Event of Default under this Indenture, in a writing delivered through DTC to the Trustee. Upon the occurrence of any of the same series events specified in the previous paragraph, Physical Securities shall be issued in such names as DTC shall instruct the Trustee and of like tenor, of any authorized denominations and of a like the Trustee shall cause the aggregate principal amount and Stated Maturity upon surrender of the Debt Securities applicable Global Security to be exchanged at an office or agency maintained reduced accordingly and direct DTC to make a corresponding reduction in accordance with Section 3.4its book-entry system. Whenever any Debt Securities are so surrendered for exchange, the The Company shall execute, execute and the Trustee shall authenticate and deliver to the Debt Person designated in such instructions a Physical Security in the appropriate principal amount. The Trustee shall deliver such Physical Securities that to the Holder making the Persons in whose names such Securities are so registered. Physical Securities issued in exchange is entitled for an Initial Global Security pursuant to receive. Notwithstanding any other provision of this Section 2.8206(a) shall bear the Securities Act Legend and shall be subject to all restrictions on transfer contained therein. Global Securities may also be exchanged or replaced, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except as provided in Sections 207 and 208. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to Section 207 or 208, shall be authenticated and delivered in the unredeemed portion of any Debt form of, and shall be, a Global Security. A Global Security being redeemed may not be exchanged for another Security other than as provided in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datethis Section 206(a).

Transfer and Exchange. (a) At the option Subject to compliance with any applicable additional requirements contained in 0, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal Accreted Principal Amount of the Holder, Debt Securities of any series (except a Global Security) may other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be exchanged for other Debt Securities duly endorsed or accompanied by an assignment form in the form included in Exhibit A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of the same series transfers and of like tenorexchanges, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged any Security for registration of transfer or exchange at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangepursuant to 0, the Company shall execute, execute and the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series like aggregate Accreted Principal Amount at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may not require payment of a sum sufficient to cover any tax or other governmental charge that may be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to 0, 0, 0, 0, 0 or 0 not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to (ia) to issue, register the transfer of or exchange Debt any Security for a period of 15 days before selecting Securities to be redeemed; (b) register the transfer of or exchange any particular series Security during a the period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business 5:00 p.m. New York City time on the day of such the mailing, ; or (iic) to register the transfer of or to exchange any Debt Security so that has been selected for redemption or for which the Holder has delivered, and not validly withdrawn, a Repurchase Notice or Fundamental Change Repurchase Notice, except, in whole the case of a partial redemption, purchase or in partrepurchase, except the unredeemed that portion of the Securities not being redeemed, purchase or repurchased. All Securities issued upon any Debt transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Any Registrar appointed pursuant to 0 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. Each Holder of a Security being redeemed agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in part violation of any provision of this Indenture and/or applicable United States federal or (iii) state securities law. The Trustee shall have no obligation or duty to register the monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to exchange any Debt Security between a record date for 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 payment of interest on such Debt Security terms of, this Indenture, and to examine the next succeeding interest payment datesame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. The Holder of this Global Security shall, by acceptance of this Global Note, agree that transfers of beneficial interests in this Global Security may be effected only through a book entry system maintained by such Holder (or its agent), and that ownership of a beneficial interest in the Securities represented therby shall be required to be reflected in book entry form. Transfers of this Global Security shall be limited to transfers in whole, and not in part, to the Depositary, its successors and their respective nominees. Interests of beneficial owners in this Global Security may be transferred in accordance with the rules and procedures of the Depositary (or its successors). This Global Security will be exchanged by the Company for one or more Certificated Securities if (a) At the option Depositary (i) has notified the Company that it is unwilling to or unable to continue as, or ceases to be, a clearing agency registered under Section 17A of the Holder, Debt Securities of any series Exchange Act and (except ii) a Global Security) may be exchanged for other Debt Securities successor to the Depositary registered as a clearing agency under Section 17 A of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities Exchange Act is not able to be exchanged appointed by the Company within 90 calendar days or (b) the Depositary is at any time unwilling to or unable to continue as Depositary and a successor to the Depositary is not able to be appointed by the Company within 90 calendar days. If an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeEvent of Default occurs and is continuing, the Company shall, at the request of the Holder hereof, exchange all or part of this Global Security for one or more Certificated Securities; provided that the principal amount of each of such Certificated Securities and this Global Security, after such exchange, shall executebe $1,000 or an integral multiple thereof. Whenever this Global Security is exchanged as a whole for one or more Certificated Securities, it shall be surrendered by the Holder to the Trustee for cancellation. Whenever this Global Security is exchanged in part for one or more Certificated Securities, it shall be surrendered by the Holder to the Trustee and the Trustee shall authenticate and deliver make the Debt appropriate notations 164 thereon pursuant to Section ___ of the Indenture. All Certificated Securities that the Holder making the issued in exchange is entitled to receive. Notwithstanding any other provision of for this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a any portion of hereof shall be registered in such names as the Debt Securities of a series Depositary shall instruct the Trustee. Interests in this Global Security may not be transferred except exchanged for Certificated Securities other than as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption provided in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datethis paragraph.

Transfer and Exchange. (aThe Securities shall be issued in registered form and 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 with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of Section 8-401(a) At the option of the Holder, Debt Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of any series other denominations, the Registrar shall make the exchange as requested if the requirements of Section 8-401(a)(1) and (except a Global Security2) may be exchanged for other Debt Securities of the same series Uniform Commercial Code are met. To permit registration of transfers and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that the Holder making the Registrar's request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange is entitled pursuant to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary2.07. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Company, the Subsidiary Guarantors, if any, the Trustee, the Paying Agent and the 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, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities Holder of such series selected for redemption and ending at the close of business on the day of such mailing, Global Security (or its agent) or (ii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to register be reflected in a book entry. 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 of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateexchange.

Transfer and Exchange. (a) At Subject to Sections 2.15 and 2.16, when Notes are presented to the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt Securities of any series (except a Global Security) may be exchanged such Notes or to exchange such Notes for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate an equal principal amount and Stated Maturity upon surrender of Notes of other authorized denominations, the Debt Securities to be exchanged at an office Registrar or agency maintained in accordance with Section 3.4. Whenever any Debt Securities co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are so met; provided, however, that the Notes surrendered for exchangetransfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company Issuers shall execute, execute and the Trustee shall authenticate and deliver Notes at the Debt Securities that Registrar's or co-Registrar's request. No service charge shall be imposed upon the Holder making Issuers, the exchange is entitled to receive. Notwithstanding Trustee or any other provision Agent for any registration of this Section 2.8transfer or exchange, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of but the Debt Securities Issuers may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Note (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption Notes and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security Note being redeemed in part or part, and (iii) during a Change of Control Offer, Net Worth Offer or Net Proceeds Offer if such Note is validly tendered pursuant to register such Change of Control Offer, Net Worth Offer or Net Proceeds Offer, as applicable, and not validly withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the transfer Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook-entry system.

Transfer and Exchange. (a) At Subject to the option provisions of Section 2.15, when Securities are presented to the Holder, Debt 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 any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and series, 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 like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained transfer in accordance with the requirements of Section 3.42.15 hereof. Whenever any Debt Securities are so surrendered for exchangeTo permit registrations of transfers and exchanges, the Company shall execute, execute Securities at the Registrar’s or co-Registrar’s written request and the Trustee shall authenticate and deliver such Securities upon a Company Order. No service charge shall be made for any registration of transfer or exchange, but the Debt Securities that the Holder making the exchange is entitled Company may require payment of a sum sufficient to receive. Notwithstanding cover any transfer tax or similar governmental charge payable in connection therewith (other provision of this than any such transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to Section 2.82.10, unless and until it is exchanged in whole or 3.06 or 10.05 or in part for Debt Securities accordance with any Offer to Purchase pursuant to Section 4.06 or 4.13, and in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarycase not involving any transfer). The Company Registrar or co-Registrar shall not be required to register the transfer or exchange of any Security (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption securities and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three hereof, except the unredeemed portion of any Debt Security being redeemed in part part. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any Agent of the Company shall treat the Person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and none of the Company, the Trustee nor any such Agent shall be affected by notice to the contrary. Any consent, waiver or actions of a Holder shall be binding upon any subsequent Holders of such Security or a Security received upon transfer. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest in a Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (iii) or its agent), and that ownership of a beneficial interest in a Global Security shall be required to register be reflected in a book entry. Each Holder of a Security agrees to indemnify the Company, the Trustee and the Registrar against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any security (including any transfers between or to exchange any Debt Security between a record date for the payment among Participants or beneficial owners of interest on in any Global Security) other than to require, delivery of such Debt Security certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the next succeeding interest payment dateterms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Registrar shall retain, in such form as it deems reasonable, copies of all letters, notices and other written communications received pursuant to Section 2.15 or this Section 2.06. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

Transfer and Exchange. (a) At When Securities are presented to the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt such Securities or to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangedenominations, the Company Registrar shall executeregister the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Corporation shall execute and the Trustee shall authenticate Securities at the Registrar's request. The Trustee, the Registrar and deliver the Debt Securities that the Holder making the exchange is Paying Agent shall be entitled to receive. Notwithstanding any other provision rely on such representation in authenticating, registering the transfer or exchange of, or making of this Section 2.8payments on, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor DepositarySecurities. The Company Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days Business Days before the day of mailing any selection of a notice of redemption of Debt Securities of such series selected for redemption under Section 10.04 and ending at the close of business on the day of such mailingselection, or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except for the unredeemed portion of any Debt Security being redeemed in part part. Notwithstanding anything to the contrary contained herein, any global Security shall be exchangeable for definitive securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository and a successor depository is not appointed by the Corporation within 90 days of the date the Corporation is so informed in writing, (ii) the Corporation executes and delivers to the Trustee an Order of the Corporation to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to register the transfer Securities. If the beneficial owners of or an interest in a global Security are entitled to exchange such interest for definitive Securities, then without unnecessary delay but in any Debt event not later than the earliest date on which such interest may be so exchanged, the Corporation 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 Corporation. On or after the earliest date on which such interests may be so exchanged, such global Security between shall be surrendered by the Depository, and in accordance with instructions given to the Trustee and the Depository (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), as the Corporation'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 each portion of such surrendered global Security, a record like aggregate principal amount of definitive Securities of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which shall be in the form of fully registered Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of 15 Business Days before the day of any selection of Securities for redemption under Section 10.04 and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository, or such other Depository referred to above in accordance with the instructions of the Corporation referred to above. If a definitive Security is issued in exchange for any portion of a global Security after the close of business at the Corporate Trust Office on or after (i) any Regular Record Date for such Security and before the opening of business at such Corporate Trust Office on the next Interest Payment Date or (ii) any Special Record Date for such Security and before the opening of business at such Corporate Trust Office on the related proposed date for the payment of interest or defaulted interest, as the case may be, interest shall not be payable on such Debt Interest Payment Date or proposed date for payment, as the case may be, in respect of such 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 and shall be payable in accordance with the next succeeding interest payment dateprovisions of this Indenture.

Transfer and Exchange. (a) At When Two-Year Notes are presented to the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt Securities of any series (except a Global Security) may be exchanged such Two-Year Notes or to exchange such Two-Year Notes for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate an equal principal amount and Stated Maturity upon surrender of Two-Year Notes of other authorized denominations, the Debt Securities to be exchanged at an office Registrar or agency maintained in accordance with Section 3.4. Whenever any Debt Securities co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are so met; PROVIDED, HOWEVER, that the Two-Year Notes surrendered for exchangetransfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar, duly executed by the Company Holder thereof or such Holder's attorney duly authorized in writing. To permit registrations of transfers and exchanges, LGII shall execute, execute and the Trustee shall authenticate and deliver Two-Year Notes at the Debt Securities that the Holder making the Registrar's or co-Registrar's request. No service charge shall be made for any transfer, exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8or redemption, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities but LGII may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Sections 2.07 or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Two-Year Note (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption Two-Year Notes and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article 3, except the unredeemed portion of any Debt Security Two-Year Note being redeemed in part part. Any Holder of the Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or (iii) its agent), and that ownership of a beneficial interest in the Two-Year Note shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry.

Transfer and Exchange. (a) At When Securities are presented to the option Registrar or a co - registrar with a request to register the transfer or to exchange them for an equal principal amount of the Holder, Debt Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office Security presented or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder thereof or by its attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's request. No service charge shall be made to a Holder for any registration of transfer or exchange of the Holder making Securities, but the exchange is entitled Company may require payment of a sum sufficient to receive. Notwithstanding cover any transfer tax or similar governmental charge payable in connection therewith (other provision than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.09, 3.11, 8.04 or 10.08 of this Section 2.8Indenture). Prior to the due presentation for registration of transfer of any Security, unless the Company, the Trustee, the Paying Agent, the Registrar or any co - registrar may deem and until it treat the person in whose name a Security is exchanged in whole registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or in part for Debt Securities in definitive registered formnot such Security is overdue, a Global Security representing all or a portion and none of the Debt Securities of a series may not Company, the Trustee, the Paying Agent, the Registrar or any co - registrar shall be transferred except as a whole affected by the Depositary notice to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarycontrary. The Company Issuer and the Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange (a) any Debt Security so selected for a period of 15 days next preceding the first mailing of notice of redemption of the Securities to be redeemed or (b) any Securities selected, called or being called for redemption in whole or part, except in the case of any Security where public notice has been given that such Security is to be redeemed in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) thereof not so to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. Subject to Section 2.12 hereof, --------------------- (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall 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 Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other govern mental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe pur chased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At When Securities in certificated form are presented to the option Registrar or a co-Registrar with a request from the Holder thereof to register the transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except a Global Security) other authorized denominations, the Registrar or co-Registrar, as the case may be exchanged be, shall register the transfer or make the exchange as requested if its requirements for other Debt such transaction are met; provided, however, that the Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration 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, as the case may be, duly executed by the Holder thereof or such Xxxxxx's attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall executeexecute by manual or facsimile signature and issue, and the Trustee shall authenticate and deliver new Securities evidencing such transfer or exchange at the Debt Securities that Registrar's or co-Registrar's request, as the Holder making case may be. No service charge shall be made for any registration of transfer or exchange, but the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or similar governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.02, 2.07, 2.10, 3.06, 4.17, 4.18 or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 fifteen (15) days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of any Debt Security being redeemed in part part. Notwithstanding any other provision of this Section 2.06, a Global Security representing Book-Entry Securities may not be transferred in whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor depository or a nominee of such successor depository. Notwithstanding the foregoing, no Global Security shall be registered for transfer or exchange, or authenticated and delivered, whether pursuant to this Section 2.06, Section 2.07, 2.10 or 3.06 or otherwise, in the name of a person other than the Depository for such Global Security or its nominee until (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act, and a successor depository is not appointed by the Company within thirty (30) days, (ii) the Company executes and delivers to the Trustee a Company Order that all such Global Securities shall be exchangeable or (iii) there shall have occurred and be continuing an Event of Default. Except as provided above, any Security authenticated and delivered upon registration of transfer or, or in exchange for, or in lieu of, any Global Security, whether pursuant to register the transfer of this Section 2.06, Section 2.07, 2.10 or to exchange any Debt Security between 3.06 or otherwise, shall also be a record date for the payment of interest on such Debt Global Security and bear the next succeeding interest payment date.legend specified in Exhibit B.

Transfer and Exchange. (a) At Subject to Sections 2.15 and 2.16, when Securities are presented to the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except 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 Global Security) may be exchanged for other Debt Securities written instrument of transfer in form satisfactory to the same series Company and of like tenorthe Registrar or co-Registrar, of any duly executed by the Holder thereof or his attorney duly authorized denominations and in writing including the signature of a like aggregate principal amount participant in a Signature Guarantee Medallion Program. To permit registrations of transfers and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar’s or co-Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part or part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to register 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 transfer Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook-entry system.

Transfer and Exchange. (a) At the option Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal Principal Amount at Maturity of the Holder, Debt Securities of any series (except a Global Security) may other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be exchanged for other Debt Securities duly endorsed or accompanied by an assignment form in the form included in Exhibit A, and in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of the same series transfers and of like tenorexchanges, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged any Security for registration of transfer or exchange at an office or agency maintained in accordance with pursuant to Section 3.4. Whenever any Debt Securities are so surrendered for exchange2.03, the Company shall execute, execute and the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series like aggregate Principal Amount at Maturity at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company or the Registrar may not require payment of a sum sufficient to cover any tax or other governmental charge that may be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company imposed in relation thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.10, Section 2.12, Section 3.06, Section 3.08(d), Section 4.02(e) or Section 10.05 not involving any transfer. Neither the Company, any Registrar nor the Trustee shall be required to (ia) to issue, register the transfer of or exchange Debt any Security for a period of 15 days before selecting Securities to be redeemed; (b) register the transfer of or exchange any particular series Security during a the period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business 5:00 p.m. New York City time on the day of such the mailing, ; or (iic) to register the transfer of or to exchange any Debt Security so that has been selected for redemption or for which the Holder has delivered, and not validly withdrawn, a Purchase Notice or Fundamental Change Purchase Notice, except, in whole the case of a partial redemption or in partpurchase, except the unredeemed that portion of any Debt Security the Securities not being redeemed or purchased. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in part connection with the delivery by such Registrar of Securities upon transfer or (iii) exchange of Securities. Each Holder of a Security agrees to register indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to exchange any Debt Security between a record date for 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 payment of interest on such Debt Security terms of, this Indenture, and to examine the next succeeding interest payment datesame to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, Upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Debt Certificated Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities to be redeemed. Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of such series selected for redemption and ending at the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except shall be made only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a Global Security shall be limited to transfers of such Global Security in whole, or in part, to nominees of the unredeemed portion 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 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 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 Debt periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. 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 being redeemed in part attached hereto as Exhibits A-1 and A-3 setting forth such restrictions (collectively, the "Legend"), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Securities are not "restricted" within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence, or (iiiii) notification by the Company to register the transfer Trustee and Registrar of or the sale of such Security pursuant to exchange any Debt a registration statement that is effective at the time of such sale, the Trustee, upon receipt of a Company Order, shall authenticate and deliver a Security between that does not bear the Legend. If the Legend is removed from the face of a record date for the payment of interest on such Debt Security and the next succeeding Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest payment datein 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 terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (aThe 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 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 Section 8-401(l) At the option of the Holder, Debt Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities of denominations, the Registrar shall make the exchange as requested if the same series requirements are met. To permit registration of transfers and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that the Holder making the exchange is entitled to receiveRegistrar's or co-registrar's request. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities The Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary pay all taxes, assessments or by a nominee of the Depositary other governmental charges in connection with any transfer or exchange pursuant to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarythis Section. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) to issue, register the transfer of or exchange Debt Securities transfers or exchanges of any particular series during Securities for a period beginning at the opening of business 15 days before a selection of Securities to be redeemed. Prior to the day due presentation for registration of mailing transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and accrued and unpaid interest (if any) on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a notice of redemption of Debt Securities U.S. Global Security shall, by acceptance of such series selected for redemption and ending at Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment date.Holder of

Transfer and Exchange. (a) At When a Security is presented to the option Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of the Holder, Debt Securities of any series (except other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. Furthermore, the Depository shall, by acceptance of a Global Security) Certificate, agree that transfers of beneficial interests in such Global Certificate may be exchanged for other Debt Securities effected only through a book-entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in the same series Security shall be required to be reflected in a book-entry. To permit registration of transfers and of like tenorexchanges, upon surrender of any authorized denominations 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 request. An exchange or transfer shall be without charge, except that the Company or the Registrar may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto, and Stated Maturity upon surrender provided further that this sentence shall not apply to any exchange pursuant to Section 2.10, 3.6, 3.11, 4.2 (last paragraph) or 10.5. Neither the Company, the Registrar nor the Trustee shall be required to exchange or register a transfer of the Debt (a) any Securities for a period of 15 days next preceding any selection of Securities to be exchanged at an office redeemed, (b) any Securities or agency maintained portions thereof selected or called for redemption (except, in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice case of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt a Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part not to be redeemed) or (iiic) 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 register be purchased). All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateexchange.

Transfer and Exchange. (a) At Subject to Sections 2.15 and 2.16 hereof, when Securities are presented to the option Registrar with a request to register their transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transaction are met. The Company shall execute and the Trustee shall authenticate and deliver, in the name of the Holderdesignated transferee or transferees, Debt one or more new Securities of any series (except authorized denomination and of a Global Security) like aggregate principal amount and bearing such restricted legends as may be required by this Indenture. Securities may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity amount, upon surrender of the Debt Securities to be exchanged at an any such office or agency maintained in accordance with by the Registrar pursuant to Section 3.42.3. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receivereceive bearing registration numbers not contemporaneously outstanding. Notwithstanding any other provision All Securities presented or surrendered for registration of this Section 2.8transfer or exchange shall be duly endorsed, unless or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and until it is exchanged in whole or in part for Debt the Registrar, and the Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not shall be transferred except as a whole duly executed by the Depositary to the nominee of the Depositary Holder thereof or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositaryhis attorney duly authorized in writing. The Company Company, the Trustee and the Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 fifteen (15) days before the day of mailing of a notice of redemption of Debt the Securities of such series selected for redemption Redemption under Section 3.4 and ending at the close of business on the day of such mailing, mailing or (ii) to register the transfer of or to exchange any Debt Security so that has been selected for redemption repurchase or for which a Purchase Notice has been delivered, and not withdrawn, in whole or in partaccordance with this Indenture, except the unredeemed or unrepurchased portion of any Debt Security Securities being redeemed or repurchased in part part. No service charge shall be made for any transfer, exchange or (iii) to register conversion of Securities, but the transfer of or to exchange any Debt Security between a record date for the Company may require payment of interest on such Debt Security and the next succeeding interest payment datea sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Securities, other than exchanges pursuant to Sections 2.10, 9.5 or 10.3, or Article III, not involving any transfer.

Transfer and Exchange. (a) At When Securities are presented to the option Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of the Holder, Debt Securities of other denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met; provided, however, that any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office Security presented or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall executeIssue, and the Trustee shall authenticate and deliver authenticate, Securities at the Debt Securities that Registrar's request. Neither the Holder making Company nor the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company Registrar shall not be required (i) to issueIssue, register the transfer of of, or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before on the day of mailing of a the Trustee receives notice of an optional redemption of Debt Securities of such series selected for redemption from the Company pursuant to Section 3.02 and ending at the close of business on the day of such mailingthe Securities or portions thereof to be redeemed are selected by the Trustee, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or part, (iii) prior to register the transfer of or Payment Date that has been tendered pursuant to exchange any Debt Security an Offer and not withdrawn, (iv) between a the record date for the payment of interest on such Debt Security and the next succeeding interest payment date. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.10, 3.06, 3.08, or 9.05, which the Company shall pay). Prior to due presentment for registration of transfer of any Security, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing on such Security made by anyone other than the Company, the Registrar or any co-registrar) for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Security and for all other purposes, and notice to the contrary shall not affect the Trustee, any Agent or the Company.

Transfer and Exchange. (a) At Subject to Sections 2.15 and 2.16, when Senior Notes are presented to ------------- ---- the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt Securities of any series (except a Global Security) may be exchanged such Senior Notes or to exchange such Senior Notes for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate an equal principal amount and Stated Maturity upon surrender of Senior Notes of other authorized denominations, the Debt Securities to be exchanged at an office Registrar or agency maintained in accordance with Section 3.4. Whenever any Debt Securities co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are so met; provided, however, -------- ------- that the Senior Notes presented or surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Senior Notes at the Debt Securities that Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Senior Note (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption pursuant to Section 3.03 and paragraph 5 of Debt Securities of such series selected for redemption the Senior Notes and ending at the ------------ close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security ------------- Senior Note being redeemed in part or and (iii) during a Change of Control Offer if such Senior Note is tendered pursuant to register such Change of Control Offer and not withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book entry system maintained by the transfer Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Senior Note 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 shall issue and, upon receipt of an authentication order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letter of Transmittal that they are not (x) broker-dealers, (y) Persons participating in the distribution of the Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the Company and accepted for exchange any Debt Security between a record date in the Exchange Offer and (ii) Physical Notes in an aggregate principal amount equal to the principal amount of the Restricted Physical Notes accepted for exchange in the payment Exchange Offer. Concurrent with the issuance of interest on such Debt Security Senior Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the next succeeding interest payment dateCompany shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Physical Notes so accepted Physical Notes in the appropriate principal amount.

Transfer and Exchange. (a) At When a Security is presented to the option of Registrar or a co-registrar with a request to register the Holdertransfer, Debt the Registrar or co-registrar shall register the transfer as requested and when Securities of any series (except are presented to the Registrar or a Global Security) may be exchanged co-registrar with a request to exchange them for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of Securities in other authorized denominations, the Debt Securities to be exchanged at an office Registrar shall make the exchange as requested, provided that every Security presented or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration or transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed by the Holder thereof or his attorney-in-fact duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, issue and the Trustee or any authenticating agent shall authenticate and deliver Securities at the Debt Registrar's or co-registrar's written request. No service charge shall be made to a Securityholder for any registration of transfer or exchange of Securities that but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, but this provision shall not be transferred except as a whole by the Depositary apply to the nominee of the Depositary any exchange pursuant to Section 2.09, 3.06, 9.05 or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or 10.02 not involving any such nominee to a successor Depositary or to a nominee of such successor Depositarytransfer. The Company Registrar shall not be required (i) to issue, register the transfer of of, or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing any selection of a notice of redemption of Debt Securities of such series selected for redemption under Section 3.02 and ending at the close of business on the day of such mailingselection, (ii) to register the transfer or exchange of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part part, or (iii) to register the transfer or exchange of or any Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.02 and ending at the close of business on the day interest is to exchange any Debt Security between a record date for the payment of interest be paid on such Debt Security and the next succeeding interest payment dateSecurities.

Transfer and Exchange. (a) At 1. Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03, the Company shall execute, the Guarantor shall execute an endorsement of the Guarantee on, 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 of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the 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, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, the Guarantor shall execute an endorsement of the Guarantee on, and the Trustee upon receipt of a Company Order shall authenticate and deliver deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities to be redeemed. Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of such series selected for redemption and ending at the close Depositary, transfers of business on the day of such mailinga Global Security, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except shall be made only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a Global Security shall be limited to transfers of such Global Security in whole, or in part, to nominees of the unredeemed portion Depositary or to a successor of the Depositary or such successor’s nominee. Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities. 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 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 Debt periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. 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 being redeemed in part attached hereto as Exhibits A-1 and A-3 setting forth such restrictions (collectively, the “Legend”), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an Opinion of Counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 or that such Securities are not “restricted” within the meaning of Rule 144. Upon (i) provision of such satisfactory evidence or (iiiii) notification by the Company to register the transfer Trustee and Registrar of or the sale of such Security pursuant to exchange any Debt a registration statement that is effective at the time of such sale, the Trustee, upon receipt of a Company Order, shall authenticate and deliver a Security between that does not bear the Legend. If the Legend is removed from the face of a record date for the payment of interest on such Debt Security and the next succeeding Security is subsequently held by an Affiliate of the Company, the Company shall use its reasonable best efforts to reinstate the Legend. The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest payment datein 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 terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Transfer and Exchange. (a) At Subject Section 2.15 and Section 2.16 hereof, where Securities are presented to the option Registrar with a request to register their transfer or to exchange them for an equal principal amount of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangedenominations, the Company Registrar shall executeregister the transfer or make the exchange if the Registrar’s requirements under this Indenture for such transaction are met. To permit registrations of transfer and exchanges, and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar’s request or upon the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Trustee’s receipt of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor DepositaryCompany Order therefor. The Company Company, the Registrar or the Trustee, as the case may be, shall not be required (i) to issue, register the transfer of or exchange Debt any Security for which a Repurchase Notice has been delivered, and not withdrawn, in accordance with this Indenture, except if the Company has defaulted in the payment of the Fundamental Change Repurchase Price with respect to such Security or to the extent that a portion of such Security is not subject to such Repurchase Notice. No service charge shall be made for any transfer, exchange or conversion of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Securities, other than exchanges pursuant to Section 2.07, Section 2.10, Section 3.01, Section 9.04 or Section 10.02, in each case, not involving any transfer. If a Holder of a Physical Security wishes at any time to transfer such Physical Security (or portion thereof) to a Person who is not an Affiliate or an SLP Entity or an HH Entity (that is required to take delivery thereof in the form of a Physical Security) or wishes to exchange its Physical Security for a Global Security after the Resale Restriction Termination Date, such Holder shall, subject to the restrictions on transfer imposed by applicable securities laws, the procedures set forth herein and in such Physical Security and the rules of the Depositary, and so long as the Securities are eligible for book-entry settlement with the Depositary, cause the exchange of such Physical Security for a beneficial interest in a Global Security. Upon receipt by the Registrar of (1) such Physical Security, duly endorsed as provided herein, (2) instructions from such Holder directing the Trustee to increase the aggregate principal amount of the Global Security deposited with the Depositary or with the Trustee as custodian for the Depositary by the same aggregate principal amount as the Physical Security to be exchanged, such instructions to contain the name or names of a member of, or participant in, the Depositary that is designated as the transferee, the account of such member or participant and other appropriate delivery instructions, (3) in the case of a transfer, the assignment form on the back of the Physical Security completed in full, and (4) in the case of a transfer of Restricted Securities, an Affiliate Security, an SLP Security or a HH Security, such certifications or other information and/or legal opinions (which shall be required in the case of transfers of any particular series during Affiliate Security, SLP Security or HH Entity by any Affiliated Entity, SLP Entity or HH Entity, as applicable, pursuant to Rule 144 under the Securities Act), as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a period beginning at transaction not subject to, the opening registration requirements of business 15 days before the day Securities Act (or in the case of mailing an exchange, the date of a notice of redemption of Debt Securities the Resale Restriction Termination Date shall be on or prior to the date of such series selected for redemption exchange), then the Trustee shall cancel or cause to be canceled such Physical Security and ending at concurrently therewith shall cause, or direct the close Registrar to cause, in accordance with the applicable procedures of business on the day Depositary, an increase to the aggregate principal amount of the Global Security or issue a new Global Security by the same aggregate principal amount as the Physical Security canceled; provided, that in the case of any transfer of an Affiliate Security, an SLP Security or a HH Security to a Person taking delivery thereof as a beneficial interest in a Global Security, any such mailingtransfer shall be made only pursuant either (i) in a transaction complying with Rule 144, (ii) pursuant to register an effective registration statement, such effectiveness to be certified by the transfer of or Company to exchange any Debt Security so selected for redemption in whole or in partthe Trustee, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register Persons who agree to be bound by the transfer of or restrictions applicable to exchange any Debt Security between a record date such Holders for the payment of interest on so long as such Debt Security and the next succeeding interest payment datetransferred securities constitutes “restricted securities.”

Transfer and Exchange. (a) At Subject to the option provisions of Sections 2.15 and 2.16, when Securities are presented to the HolderRegistrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount or principal amount at maturity, Debt as the case may be, of Securities of any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, however, that the Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate Securities (and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion each of the Debt Securities Guarantors shall execute a Guarantee thereon) at the Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a series may not be transferred except as a whole sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith payable by the Depositary to the nominee transferor of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or such Securities (other than any such nominee transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.10, 3.06, 4.05, 4.14 or to a nominee of such successor Depositary9.06). The Company Registrar shall not be required to register the transfer or exchange of any Security (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three hereof, except the unredeemed portion of any Debt Security being redeemed in part part. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any Agent shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Trustee nor any Agent shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest in a Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depositary (iii) or its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry.

Transfer and Exchange. (a) At Subject to the option provisions of Sections 2.15 and 2.16, when Securities are presented to the Holder, Debt 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 any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt 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 to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required to register the transfer or exchange of any Security (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three hereof, except the unredeemed portion of any Debt Security being redeemed in part part. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any Agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Trustee, nor any such Agent shall be affected by notice to the contrary. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (iii) or its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, --------------------------------- (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) Subject to Section 2.12 --------------------- hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At The Securities are issuable only in registered form. A Holder may transfer a Security only by written application to the option Registrar or another transfer agent stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. When Securities are presented to the Registrar or another transfer agent with a request to register the transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Securities are duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder, Debt Securities ). To permit registrations of any series (except a Global Security) may be exchanged for other Debt Securities of the same series transfers and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Holder making Securities, but the exchange is entitled Company may require payment of a sum sufficient to receivecover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 5.8 or 9.5). Notwithstanding Neither the Registrar nor any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company transfer agent shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Debt Securities of such series selected for redemption under Section 5.2 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datepart.

Transfer and Exchange. (a) At the option Subject to compliance with any applicable additional requirements contained in Section 2.12, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of the Holder, Debt Securities of any series (except other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Security presented or surrendered for registration of transfer or exchange shall, if such Security is a Global Certificated Security) may , be exchanged for other Debt Securities duly endorsed or accompanied by an assignment form, in the form included in Exhibit A attached hereto and, if applicable, a transfer certificate, in the form included in Exhibit B attached hereto, and in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of the same series transfers and of like tenorexchanges, upon surrender of any authorized denominations 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 and Stated Maturity upon surrender of at the Debt Securities to Registrar’s request. Any exchange or transfer shall be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangewithout charge, except that the Company shall executeor the Registrar may require payment of a sum sufficient to cover any tax, and assessment or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant to Section 2.10, Section 13.5, Article 5 or Article 7, in each case, not involving any transfer. Neither the Company, any Registrar nor the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to exchange or register a transfer of (i) to issue, register any Securities in respect of which a Fundamental Change Purchase Notice has been delivered and not validly withdrawn by the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailingHolder thereof, (ii) to register any Securities in respect of which a Dividend Recapitalization Purchase Notice has been delivered and not validly withdrawn by the transfer of or to exchange any Debt Security so selected for redemption in whole or in partHolder thereof, except the unredeemed portion of any Debt Security being redeemed in part or (iii) any Securities in respect of which a Conversion Notice has been delivered. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt and entitled to register the same benefits under this Indenture as the Securities surrendered upon such transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateexchange.

Transfer and Exchange. (a) At the option Upon due presentment or surrender for registration of the Holder, Debt Securities transfer of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of Security at any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained by the Company pursuant to Section 2.3 or to the Trustee and upon satisfaction of the requirements for such transfer set forth in accordance with this Section 3.4. Whenever any Debt Securities are so surrendered for exchange2.6, the Company shall executeexecute and register, 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 for an equal aggregate principal amount on the Maturity Date and bearing such restrictive legends as may be required by this Indenture. Securities may be exchanged for an equal aggregate principal amount at maturity of Securities of other authorized denominations. Securities to be exchanged shall be surrendered at any office or agency to be maintained by the Company pursuant to Section 2.3 and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Securities that which the Holder Securityholder making the exchange is shall be entitled to receive, bearing registration numbers not contemporaneously outstanding. Notwithstanding All Securities presented for registration of transfer or for exchange, prepayment, conversion or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in writing. No service charge shall be charged to the Securityholder for any exchange or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Securities, other provision than exchanges pursuant to Section 8.5 or Section 9.3, not involving any transfer. Neither the Company nor the Trustee shall be required to exchange or register a transfer of this Section 2.8, unless and until it is exchanged in whole (a) any Securities for a period of 15 days next preceding any selection of Securities to be prepaid or in part (b) any Securities or portion thereof surrendered for Debt conversion or (c) any Securities in definitive registered form, or portion thereof surrendered for prepayment or (d) any Securities for a Global Security representing all period of 15 days prior to any Interest Payment Date or a portion principal payment date. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Debt Securities of a series may not be transferred except as a whole by Company, evidencing the Depositary same debt, and entitled to the nominee of same benefits under this Indenture as the Depositary Securities surrendered upon such exchange or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datetransfer.

Transfer and Exchange. (a) At Subject to the option provisions of Sections 2.15 and 2.16, when Securities are presented to the Holder, Debt 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 any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt 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 to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.02, 2.10, 3.06, 4.07, 4.14, or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required to register the transfer or exchange of any Security (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three hereof, except the unredeemed portion of any Debt Security being redeemed in part part. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any Agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and none of the Company, the Trustee or any such Agent shall be affected by notice to the contrary. Any consent, waiver or actions of a Holder shall be binding upon any subsequent Holders of such Security or a Security received upon transfer. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest in a Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (iii) or its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry.

Transfer and Exchange. (a) At Subject to Sections 2.16 and 2.17, when Securities are presented to the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except a Global Security) may be exchanged other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for other Debt such transaction are met; provided, however, that the Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration 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 attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security, and the Company shall not be required to issue any Security, (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part or part, and (iii) during a Change of Control Offer or a Net Proceeds Offer if such Security is tendered pursuant to register 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 transfer Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry system.

Transfer and Exchange. (a) When Securities are presented to the Registrar or a co-registrar with a request from the Holder of such Securities to register a transfer, the Registrar shall register the transfer as requested. Every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity amount, upon surrender of the Debt Securities to be exchanged at an the office or agency maintained in accordance with for such purpose pursuant to Section 3.42.03. Whenever any Debt Securities are so surrendered for exchangeTo permit registrations of transfers and exchanges, the Company shall execute, issue and execute and the Trustee shall authenticate and deliver new Securities evidencing such transfer or exchange at the Debt Securities that the Holder making the exchange is entitled to receiveRegistrar's request. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not No service charge shall be transferred except as a whole by the Depositary made to the nominee Securityholder for any registration of the Depositary transfer or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositaryexchange. The Company may require from the Securityholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.09, 3.03, 5.02, 6.09 or 12.04 (in which events the Company will be responsible for the payment of such taxes). The Registrar shall not be required (i) to issue, exchange or register the a transfer of or exchange Debt Securities of any particular series during Security for a period beginning at the opening of business 15 days before immediately preceding the day of first mailing of a notice of redemption of Debt Securities to be redeemed or of such series selected any Security selected, called or being called for redemption and ending at except, in the close case of business on the day of any Security where public notice has been given that such mailing, (ii) Security is to register the transfer of or to exchange any Debt Security so selected for redemption in whole or be redeemed in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) thereof not to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At Subject to the option provisions of Sections 2.14 and 2.15, when Securities are presented to the Holder, Debt 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 any series (except a Global Security) may be exchanged other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for other Debt such transaction are met; PROVIDED, HOWEVER, that the Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration 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 attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part or part, and (iii) during a Change of Control Offer or an Excess Proceeds Offer if such Security is tendered pursuant to register such Change of Control Offer or Excess Proceeds Offer and not withdrawn. A Global Security may be transferred, in whole but not in part, in the transfer manner provided in this Section 2.06(a), only to a nominee of the Depository for such Global Security, or to exchange any Debt the Depository, or a successor Depository for such Global Security between selected or approved by the Company, or to a record date for the payment nominee of interest on such Debt Security and the next succeeding interest payment datesuccessor Depository.

Transfer and Exchange. (a) At The Securities shall be issued in registered form and shall be transferable only upon the option surrender of such Securities for registration or transfer. When Securities are presented to the Holder, Debt Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office such transactions are met; provided that every Security presented or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument or transfer in a form satisfactory to the Company and the Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company shall executeexecute the Securities, and the Trustee shall authenticate and deliver the Debt Securities that at the Holder making Registrar's request. No service charge to the exchange is entitled to receive. Notwithstanding Securityholder shall be made for any other provision registration of this Section 2.8transfer or exchange, unless and until it is exchanged in whole but the Company or in part for Debt Securities in definitive registered form, a Global Security representing all the Trustee may require from the transferring or a portion of the Debt Securities exchanging Securityholder payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or similar governmental charge payable upon exchanges pursuant to a successor Depositary Sections 2.10, 4.14, 4.15 or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article III, except the unredeemed portion of any Debt Security being redeemed in part part. If a Security is a Restricted Security in certificated form, then as provided in this Indenture and subject to the limitations herein set forth, the Holder, provided it is a Qualified Institutional Buyer or an Accredited Investor, may exchange such Security for a Book-Entry Security by instructing the Trustee to arrange for such Security to be represented by a beneficial interest in a Global Security in accordance with the customary procedures of the Depository. In accordance with the provisions of this Indenture and subject to certain limitations herein set forth, an owner of a beneficial interest in a Global Security which has not been exchanged for an Exchange Security may request a Security in certificated form, in exchange in whole or in part, as the case may be, for such beneficial owner's interest in the Global Security. Upon any exchange provided for in the preceding paragraph, the Company shall execute and the Trustee shall authenticate and deliver to the person specified by the Depository a new Security or Securities registered in such names and in such authorized denominations as the Depository, pursuant to the instructions of the beneficial owner of the Securities requesting the exchange, shall instruct the Trustee. Thereupon, the beneficial ownership of such Global Security shown on the records maintained by the Depository or its nominee shall be reduced by the amounts so exchanged and an appropriate endorsement shall be made by or on behalf of the Trustee on the Global Security. Any such exchange shall be effected through the Depository in accordance with the procedures of the Depository therefor. Notwithstanding the foregoing, no Global Security shall be registered for transfer or exchange, or authenticated and delivered, whether pursuant to this Section, Section 2.07, 2.10 or 3.06 or otherwise, in the name of a person other than the Depository for such Global Security or its nominee until (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act, and a successor depository is not appointed by the Company within 30 days, (ii) the Company executes and delivers to the Trustee a Company order that all such Global Securities shall be exchangeable or (iii) there shall have occurred and be continuing an Event of Default. Upon the occurrence in respect of any Global Security representing the Securities of any one or more of the conditions specified in clause (i), (ii) or (iii) of the preceding sentence, such Global Security may be registered for transfer or exchange for Securities registered in the names of, authenticated and delivered to, such persons as the Trustee or the Depository, as the case may be, shall direct. Except as provided above, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to register the transfer of this Section, Section 2.07, 2.10 or to exchange any Debt Security between 3.06 or otherwise, shall also be a record date for the payment of interest on such Debt Global Security and bear the next succeeding interest payment date.legend specified in Exhibit C.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar (athrough the New York Presenting Agent or otherwise) At with a request to register the option transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt 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 to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.02, 2.10, 3.06, 3.07, 4.12, 4.21 or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or (iii) its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry system.

Transfer and Exchange. (aThe Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with this Indenture. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the <PAGE> 12 requirements of Section 8-401(a)(1) At the option of the Holder, Debt Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount Principal Amount at Maturity and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetenor, the Company Registrar shall executemake the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that the Holder making the exchange is entitled to receiveRegistrar's request. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities The Issuers may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary pay all taxes, assessments or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or other governmental charges in connection with any such nominee transfer or exchange pursuant to a successor Depositary or to a nominee of such successor Depositarythis Section. The Company Issuers shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer or conversion of any Security, the Issuers, the Trustee, the Paying Agent, the Registrar, and the Conversion Agent may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving the payment of the principal on such Security (and interest, if the Securities have been converted into semi-annual cash pay notes pursuant to Section 10.01) or conversion of such Security, as the case may be, and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, the Trustee, the Paying Agent, the Registrar or the Conversion Agent shall be affected by notice to the contrary. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities Holder of such series selected for redemption and ending at the close of business on the day of such mailing, Global Security (or its agent) or (ii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to register be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateexchange.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Securities from the Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe repurchased in part, register the transfer of portion thereof not to be repurchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice Redemption Notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At Subject to the option provisions of Sections 2.15 and 2.16, when Securities are presented to the Holder, Debt Registrar with a request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series series, the Registrar shall register the transfer or make the exchange as requested; 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 of like tenorthe Registrar or Co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and provided, further, that the Registrar shall not register the transfer or exchange of any authorized denominations and Security in a denomination other than $1,000 or an integral multiple of $1,000 in connection with any transfer or exchange of a like aggregate principal amount Security. To permit registrations of transfers and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or (iii) its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry.

Transfer and Exchange. (a) At The Issuer shall cause to be kept at the option Corporate Trust Office of the HolderTrustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 hereof being sometimes referred to herein as the "Security Register") in which, Debt 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 (except a Global Security) may be exchanged at the office or agency of the Issuer in Place of Payment for other Debt 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 and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity 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 Debt Securities to be exchanged at an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver make available for delivery, the Debt Securities that which the Holder making the exchange is entitled to receive. -42- 51 Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.01, any other provision permanent Global Security shall be exchangeable only as provided in paragraph. If the beneficial owners of this interest in a permanent Global Security are entitled to exchange such interests for Securities 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 2.83.01, unless 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 that series in aggregate principal amount equal to the principal amount of such permanent Global Security, executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such permanent global Securities shall be surrendered from time to time by the Common Depositary or the U.S. Depositary, as the case may be, and until it is exchanged 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 purpose, to be exchanged, in whole or in part part, for Debt definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in definitive registered formexchange 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 representing all to be exchanged which shall be in the form of the Securities of such series; provided, however, that no such exchanges may 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 Debt 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 series 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 be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or involving any such nominee to a successor Depositary or to a nominee of such successor Depositarytransfer. The Company Issuer shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Debt Securities of such 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 to exchange any Debt Security security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datepart.

Transfer and Exchange. Subject to Section 2.12 hereof, --------------------- (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At 1. Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03, the Company shall execute, the Guarantor shall execute an endorsement of the Guarantee on, 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 of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the 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, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, the Guarantor shall execute an endorsement of the Guarantee on, and the Trustee upon receipt of a Company Order shall authenticate and deliver deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange, other than exchanges pursuant to Section 2.9 not involving any transfer. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issuemake, register and the transfer of Registrar need not register, transfers or exchange Debt Securities exchanges of any particular series during Securities in respect of which a period beginning at Repurchase Notice or Fundamental Change Repurchase Notice has been given and not withdrawn by the opening Holder thereof in accordance with the terms of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datethis Indenture.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of alike aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At To permit registrations of transfers and exchanges, the option of Company shall execute and the Holder, Debt Trustee shall authenticate Definitive Securities of any series (except a and Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of in any authorized denominations denomination and of a like aggregate principal amount at the Security Registrar's request. All Definitive Securities and Stated Maturity Global Securities issued upon surrender any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Debt Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Securities to be exchanged at an office or agency maintained in accordance with Section 3.4Global Securities surrendered upon such registration of transfer or exchange. Whenever any Debt Securities are so 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 shall execute, and the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company shall not be required to (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption under ARTICLE XIV hereof and ending at the close of business on the day of such mailing, ; or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part part. The transfer and exchange of beneficial interests in a Global Security, which does not involve the issuance of a Definitive Security or (iii) to register the transfer of or an interest to exchange another Global Security, 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 the Depositary therefore. The Trustee will not have any Debt Security between a record date responsibility for the transfer and exchange of beneficial interests in such Global Security that does not involve the issuance of a Definitive Security or the transfer of interests to another Global Security. Prior to due presentment for the registration of a transfer of any Security, the Trustee, the Company and any agent of the Trustee or the Company may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and premium, if any, and interest on such Debt Security and Securities, neither the next succeeding interest payment dateTrustee, nor the Company nor any agent of the Trustee or the Company shall be affected by notice to the contrary.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day a selection of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At Subject to the option provisions of Section 2.15 and Section 2.16, when Securities are presented to the Holder, Debt 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 any series (except a Global Security) may be exchanged other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for other Debt such transaction are met; provided, however, that the Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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 37 -29- by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or (iii) its agent), and that ownership of a beneficial interest in the Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry.

Transfer and Exchange. (a) Subject to --------------------- Section 2.12 hereof, upon surrender for registration of transfer of any Securities, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At Subject to Sections 2.16 and 2.17, when Securities are presented to the option Registrar or a co-Registrar with a request to register the transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except a Global Security) may be exchanged other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for other Debt such transaction are met; provided, however, that the -------- ------- Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration 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 attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositarysimilar governmental charge payable in connection therewith. The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part or part, and (iii) during a Change of Control Offer or an Net Proceeds Offer if such Security is tendered pursuant to register 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 transfer Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Security shall be required to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry system.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day a selection of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. Subject to Section 2.12 hereof, (a) upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount at maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity at maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. Subject to the provisions of Sections 2.15 and 2.16, when Securities are presented to the Registrar or a co-Registrar (athrough the New York Presenting Agent or otherwise) At with a request to register the option transfer of the Holder, Debt such Securities or to exchange such Securities for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt 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 to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.02, 2.10, 3.06, 3.07, 4.12, 4.21 or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mail- ing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or (iii) its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry system.

Transfer and Exchange. (a) At The Securities are issuable only in registered form. A Holder may transfer a Security by written application to the option Registrar stating the name of the Holderproposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, Debt and such transferee shall succeed to the rights of a Holder only upon, registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Guarantor, the Trustee, and any agent of the Company, the Guarantor or the Trustee shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Guarantor, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of or beneficial owner of an interest in 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 the Depositary (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. When Securities are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other authorized 36 29 denominations (including on exchange of Securities for Exchange Securities), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met: provided that no exchanges of Securities for Exchange Securities shall occur until a Registration Statement shall have been declared effective by the Commission and that any series (except a Global Security) may be Securities that are exchanged for other Debt Exchange Securities shall be cancelled by the Trustee. To permit registrations of the same series transfers and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained exchanges in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangethe terms, conditions and restrictions hereof, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's request. No service charge shall be made to any Holder for any registration of transfer or exchange or redemption of the Securities, but the Company may require payment by the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to a successor Depositary Section 2.11, 3.08, 4.12, 4.13 or to a nominee of such successor Depositary9.04). The Company Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Debt Securities of such series selected for redemption under Section 3.03 or Section 3.08 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datepart.

Transfer and Exchange. (a) At Where Securities are presented to the option Security Registrar or a co-Security Registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of other denominations, the Security Registrar shall register the transfer or make the exchange in accordance with the requirements of this Section 305. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliver, in the name of the Holderdesignated transferee or transferees, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenorone or more new Securities, of any authorized denominations and of a like aggregate principal amount amount, at the Security Registrar's request. No service charge shall be made for any registration of transfer or exchange of Securities (except for any tax or other governmental charge that may be imposed in connection therewith), but the Issuer may require payment of a sum sufficient to cover any agency fee or similar charge payable in connection with any such registration of transfer or exchange of Securities pursuant to Sections 303, 305, 906, 1012, 1014 or 1108 not involving a transfer. Upon presentation for exchange or transfer of any Security as permitted by the terms of this Indenture and Stated Maturity by any legend appearing on such Security, such Security shall be exchanged or transferred upon surrender the Security Register and one or more new Securities shall be authenticated and issued in the name of the Debt Securities to Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Security shall be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of effective under this Section 2.8, Indenture unless and until it is exchanged such Security has been registered in whole the name of such Person in the Security Register. Furthermore, the exchange or in part for Debt Securities in definitive registered form, a Global transfer of any Security representing all or a portion of the Debt Securities of a series may shall not be transferred except as a whole effective under this Indenture unless the request for such exchange or transfer is made by the Depositary to the nominee of the Depositary Holder or by a nominee duly authorized attorney-in-fact at the office of the Depositary Security Registrar. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument or transfer, in form satisfactory to the Depositary Issuer and the Security Registrar, duly executed by the Holder thereof or another nominee his attorney duly authorized in writing. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Depositary Issuer evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositaryexchange. The Company Issuer shall not be required (i) to issue, register the transfer of of, or exchange Debt Securities of any particular series Security during a period beginning at the opening of business 15 days Business Days before the day of the mailing of a notice of redemption of Debt Securities of such series selected for redemption under Section 1105 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datepart.

Transfer and Exchange. (a) At Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, the Guarantors 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. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. Subject to Section 2.12 hereof, at the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, the Guarantors shall endorse and the Trustee shall authenticate and deliver deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (aThe Securities shall be issued in --------------------- registered form and 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 with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of Section 8-401(a)(l) At the option of the Holder, Debt Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities of denominations, the Registrar shall make the exchange as requested if the same series requirements are met. To permit registration of transfers and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt Securities to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeexchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities (in the Debt Securities that form of Exhibit A or Exhibit B, as appropriate) at the Holder making the Registrar's request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange is entitled pursuant to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary2.06. The Company shall not be required to make and the Registrar need not register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Company, any Guarantor, the Trustee, the Paying Agent and the Registrar will 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, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, any Guarantor, the Trustee, the Paying Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities Holder of such series selected for redemption and ending at the close of business on the day of such mailing, Global Security (or its agent) or (ii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to register be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture will evidence the same debt and will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateexchange.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) Subject to Section 2.12, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company and the Guarantors 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 maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity at maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that and the related Guarantees which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. (a) At Subject to Sections 204 and 205, when Securities are presented to the option Registrar with a request from the Holder of the Holder, Debt such Securities to register a transfer or to exchange them for an equal principal amount of Securities of any series (except a Global Security) may be exchanged for other Debt Securities of authorized denominations, the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of Registrar shall register the Debt Securities to be exchanged at an office transfer as requested. Every Security presented or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangeregistration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registrations of transfers and exchanges, the Company shall execute, issue and execute and the Trustee shall authenticate and deliver new Securities evidencing such transfer or exchange at the Debt Securities that Registrar's request. No service charge shall be made to the Holder making the exchange is entitled to receive. Notwithstanding for any other provision registration of this Section 2.8, unless and until it is exchanged in whole transfer or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositaryexchange. The Company may require from the Holder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 304 or 1107, (in which events the Company shall be responsible for the payment of such taxes). The Registrar shall not be required (i) to issue, exchange or register the a transfer of or exchange Debt Securities of any particular series during Security for a period beginning at the opening of business 15 days before immediately preceding the day of mailing of a notice of redemption of Debt Securities to be redeemed or of such series selected any Security selected, called or being called for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of the Global Security or a beneficial interest in the Global Security shall, by acceptance of such Global Security or beneficial interest, agree that transfers of the beneficial interests in such Global Security may be effected only through a book entry system maintained by the Holder of such Global Security (iiior its agent), and that ownership of a beneficial interest in the Global Security shall be required to be reflected in a book entry. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws. SECTION 318. OUTSTANDING SECURITIES. The Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for (a) those canceled by it, (b) those delivered to it for cancellation, (c) to register the transfer extent set forth in Sections 1401, on or after the date on which the conditions set forth in Section 1401 have been satisfied, those Securities theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 318 as not outstanding. If a Security is replaced pursuant to Section 306, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser in whose hands such Security is a legal, valid and binding obligation of or the Company. If the Paying Agent holds, in its capacity as such, on the Maturity Date, money sufficient to exchange any Debt Security between a record pay all accrued interest and principal with respect to the Securities payable on that date for and is not prohibited from paying such money to the payment Holders thereof pursuant to the terms -40- of this Indenture, then on and after that date such Securities cease to be outstanding and interest on such Debt Security and the next succeeding interest payment datethem ceases to accrue.

Transfer and Exchange. (a) At Subject to the option provisions of Sections 2.15 and 2.16, when Securities are presented to the Holder, Debt 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 any series (except a Global Security) may be exchanged for other Debt Securities authorized denominations of the same series and of like tenorseries, of any authorized denominations and of a like aggregate principal amount and Stated Maturity upon surrender of the Debt 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 to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchangetransfer 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. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliver Securities at the Debt Securities that Registrar's or co-Registrar's written request. No service charge shall be made for any registration of transfer or exchange, but the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities Company may require payment of a series may not be transferred except as a whole by the Depositary sum sufficient to the nominee of the Depositary cover any transfer tax or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or similar governmental charge payable in connection therewith (other than any such nominee transfer taxes or other governmental charge payable upon exchanges or transfers pursuant to a successor Depositary Section 2.02, 2.10, 3.06, 4.12, 4.24 or to a nominee of such successor Depositary9.05). The Company Registrar or co-Registrar shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series Security (i) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, mailing and (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in partpart pursuant to Article Three, except the unredeemed portion of any Debt Security being redeemed in part part. Any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Depository (or (iii) its agent), and that ownership of a beneficial interest in a Global Security shall be required to register the transfer of or to exchange any Debt Security between be reflected in a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebook entry system.

Transfer and Exchange. (a) Subject to Section 2.12 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar 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 of any authorized denomination or denominations, of a like aggregate Principal Amount at Maturity. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange. At the option of the Holder, Debt Certificated Securities of any series (except a Global Security) may be exchanged for other Debt Securities of the same series and of like tenor, of any authorized denominations and denomination or denominations, of a like aggregate principal amount and Stated Maturity Principal Amount at Maturity, upon surrender of the Debt Securities to be exchanged 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 an such office or agency maintained in accordance with Section 3.4agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (iexcept, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or 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 issuebe purchased in part, register the transfer of portion thereof not to be purchased) or exchange Debt any Securities of any particular series during for a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment datebe redeemed.

Transfer and Exchange. The Company shall cause to be kept a register (athe "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 option Security Register shall be open to inspection by the Trustee. Subject to the provisions of this Section 2.6 and Section 2.7, upon surrender for registration of transfer of any Security at the office or agency of the HolderCompany designated pursuant to Section 4.4, Debt 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 series (except a Global Security) may be exchanged for other Debt Securities of the same series like tenor and of like tenor, of any authorized denominations denomination and of a like aggregate principal amount 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 Stated Maturity 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 Debt Securities to be exchanged at an the office or agency maintained in accordance with of the Company designated pursuant to Section 3.44.4. Further, at the option of any Holder Series A Securities may be exchanged, pursuant to the Exchange Offer, for Series B Securities of like aggregate principal amount, upon surrender of the Series A Securities to be exchanged at such office or agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, the Subsidiary Guarantors shall execute notations of Guarantees on, and the Trustee shall authenticate and deliver deliver, the Debt Securities that which the Holder making the exchange is entitled to receive. Notwithstanding All Securities and the Guarantees noted thereon issued upon any other provision registration of this Section 2.8, unless and until it is exchanged in whole transfer or in part for Debt exchange of Securities in definitive registered form, a Global Security representing all or a portion shall be the valid obligations of the Debt Company and the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) 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. As a special condition to registration of transfer or exchange of any Restricted Securities involving removal of a series may not be transferred except as a whole by Private Placement Legend (other than pursuant to an effective registration statement under the Depositary to Securities Act), the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment date.Holder requesting such

Transfer and Exchange. When Debentures are presented to the Registrar or a co-registrar with a request to register the transfer or to exchange them for an equal principal amount of Debentures of other denominations, the Registrar shall register the transfer or make the exchange, provided that every Debenture presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Trustee shall authenticate Debentures at the Registrar's written request (awhich written request may be waived by the Trustee so long as the Trustee and Registrar are one and the same). No service charge shall be made for any registration of transfer or exchange of Debentures to the Debentureholders, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than exchanges pursuant to Section 2.10 or 3.07 hereof. A Global Security shall be exchangeable pursuant to this Section for Debentures registered in the names of Persons other than the Depository or its nominee only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section if (i) At such Depository notifies the option Corporation that it is unwilling or unable to continue as Depository for such Debentures or at any time ceases to be a clearing agency registered as such under the Exchange Act, (ii) the Corporation executes and delivers to the Trustee an Officers' Certificate providing that such Global Security shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of the Holder, Debt Securities of any series (except Default. Debentures so issued in exchange for a Global Security) may Security shall be exchanged for other Debt Securities of the same series and of like tenor, of any in authorized denominations of $1,000 or integral multiples thereof and of a like in the aggregate having the same principal amount and Stated Maturity upon surrender of as the Debt Securities Global Security to be exchanged at an office or agency maintained in accordance with Section 3.4. Whenever any Debt Securities are so surrendered for exchange, the Company shall executeexchanged, and shall be registered in such names as the Trustee Depository shall authenticate and deliver the Debt Securities that the Holder making the exchange is entitled to receivedirect. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Debt Securities in definitive registered formSection, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Depositary Depository to the a nominee of the Depositary such Depository or by a nominee of the Depositary such Depository to the Depositary such Depository or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary. The Company shall not be required (i) to issue, register the transfer of or exchange Debt Securities of any particular series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Debt Securities of such series selected for redemption and ending at the close of business on the day of such mailing, (ii) to register the transfer of or to exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part or (iii) to register the transfer of or to exchange any Debt Security between a record date for the payment of interest on such Debt Security and the next succeeding interest payment dateDepository.