Common use of Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary Clause in Contracts

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Debenture Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed the “Debenture Registrar” for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar or any co-Debenture Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to the Holder for any exchange or registration of transfer of Debentures, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any tax or other similar governmental charge required by law or permitted pursuant to Section 14.02(e). None of the Company, the Trustee, the Debenture Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 16. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Debenture Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Debenture Registrar” for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar or any co-registrarDebenture Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar or any co-Debenture Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to imposed by the Holder Company, the Trustee, the Debenture Registrar, any co-Debenture Registrar or the Paying Agent for any exchange or registration of transfer of Debentures, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Debentures issued upon such exchange or other similar governmental charge required by law registration of transfer being different from the name of the Holder of the old Debentures surrendered for exchange or permitted pursuant to Section 14.02(e)registration of transfer. None of the Company, the Trustee, the Debenture Registrar or any co-registrar Debenture Registrar shall be required to exchange for other Debentures or register a transfer of (i) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 16. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall keep at its principal office, or shall cause to be kept kept, at one of the Corporate Trust Office offices or agencies maintained pursuant to Section 5.2, a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Debenture "Register”") in which, subject to such reasonable regulations as it may prescribe, Debentures shall be registered and the Company shall provide for the registration transfer of Debentures and of transfers of Debenturesshall be registered as in this Article II provided. Such register Register shall be in written form or in any other form capable of being converted into written form within a reasonable period time. At all reasonable times such Register shall be open for inspection by the Trustee. Upon due presentment for registration of timetransfer of any Debenture at any office or agency maintained by the Company pursuant to Section 5.2, the Company shall execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Debenture or Debentures for an equal aggregate principal amount. The Trustee is hereby appointed the “"Debenture Registrar” registrar" for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars registrars in accordance with Section 4.025.2. Upon surrender due presentment for registration of transfer of any Debenture to the Debenture Registrar or any co-registrar, Trustee and satisfaction of the requirements for such transfer set forth in this Section 2.052.5, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, without charge except for any tax or other governmental charge imposed in connection imposed herewith. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender amount of the Debentures of other authorized denominations. Debentures to be exchanged shall be surrendered at any such office or agency to be maintained by the Company pursuant to Section 4.02. Whenever any Debentures are so surrendered for exchange, 5.2 and the Company shall execute, execute and register and the Trustee shall authenticate and deliver, deliver in exchange therefor the Debenture or Debentures that which the Holder Debentureholder making the exchange is shall be entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar or any co-Debenture Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to the Holder for any exchange or registration of transfer of Debentures, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any tax or other similar governmental charge required by law or permitted pursuant to Section 14.02(e). None of the Company, the Trustee, the Debenture Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 16. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debentures surrendered upon such registration of transfer or exchange. All Debentures presented or surrendered for registration of transfer or for exchange, redemption or conversion shall (if so required by the Company or the Debenture registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Debentures shall be duly executed by the Debentureholder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Debentures, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Debentures. Neither the Company nor the Trustee shall be required to exchange or register a transfer of (i) any Debentures for a period of fifteen (15) days next preceding any selection of Debentures to be redeemed or (ii) any Debentures or portions thereof called for redemption pursuant to Article III or (iii) any Debentures or portion thereof surrendered for conversion pursuant to Article XV or (iv) any Debentures or portions thereof surrendered for repayment pursuant to Article III.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, 4.02 being herein sometimes collectively referred to as the “Debenture Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and transfers or exchanges of transfers of the Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed the “Debenture Registrar” for the purpose of registering Debentures and transfers or exchanges of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars registrars in accordance with Section 4.02. Upon surrender for registration of transfer or exchange of any Debenture to the Debenture Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.052.07, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount Original Principal Amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amountOriginal Principal Amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver, deliver the Debentures that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or exchange or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar or any co-Debenture Registrarregistrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, executed by the Holder holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to the Holder for any exchange or registration of transfer or exchange of Debentures, but the Company or the Trustee may require a Holder to pay payment of a sum sufficient to cover any tax tax, assessments or other similar governmental charge required by law charges that may be imposed in connection therewith as a result of the name of the holder of the new Debentures issued upon such registration of transfer or permitted pursuant to Section 14.02(e)exchange of Debentures being different from the name of the holder of the old Debentures presented or surrendered for such registration of transfer or exchange. None of the Company, the Trustee, the Debenture Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Debentures surrendered for conversion exchange pursuant to Article XI or, if a portion of any Debenture is surrendered for conversionso surrendered, such portion thereof surrendered for conversion, such exchange or (ii) of any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 16XII hereof. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange.. Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary. The Trustee shall have no responsibility or obligation to any direct or indirect participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Debentures or with respect to the delivery to any direct or indirect participant or other Person (other than the Depositary) of any notice or the payment of any amount under or with respect to such Debentures. All notices and communications to be given to the Holders and all payments to be made to Holders under the Debentures shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Debenture). The rights of beneficial owners in any Global Debenture shall be exercised only through the Depositary subject to the customary

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or and in any other office or agency of the Company designated pursuant to Section 4.02, 4.2 being herein sometimes collectively referred to as the “"Debenture Register”register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such The Debenture register shall be in written form or in any form capable of being converted into written form within a reasonable reasonably prompt period of time. The Trustee is hereby appointed the “"Debenture Registrar” registrar" for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars registrars in accordance with Section 4.024.2. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth further in this Section 2.052.5, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.024.2. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Debentures that which the Holder making the exchange is entitled to receive, receive bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar or any co-Debenture Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to the Holder for any exchange or registration of transfer of Debentures, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any tax or other similar governmental charge required by law or permitted pursuant to Section 14.02(e). None of the Company, the Trustee, the Debenture Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 16. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or and in any other office or agency of the Company designated pursuant to Section 4.02, 5.02 being herein sometimes collectively referred to as the “Debenture Register”"DEBENTURE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed the “"Debenture Registrar” registrar" for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars registrars in accordance with Section 4.025.02. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.052.06, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures that which the Holder Debentureholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar registrar or any co-Debenture Registrarregistrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder Debentureholder thereof or its his attorney-in-fact duly authorized in writing. No service charge shall be charged to the Holder Debentureholder for any exchange or registration of transfer of Debentures, but the Company or the Trustee may require a Holder to pay payment of a sum sufficient to cover any tax tax, assessments or other similar governmental charge required by law or permitted pursuant to Section 14.02(e)charges that may be imposed in connection therewith. None of the Company, the Trustee, the Debenture Registrar registrar or any co-registrar shall be required to exchange or register a transfer of (ia) any Debentures for a period of thirty (30) days next preceding any selection of Debentures to be redeemed, (b) any Debentures or portions thereof called for redemption pursuant to Section 3.02, (c) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion, conversion or (iid) any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 1616 hereof. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or and in any other office or agency of the Company designated pursuant to Section 4.02, 5.3 being herein sometimes collectively referred to as the “"Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register The Debenture Register shall be in written form or in any form capable of being converted into written form within a reasonable reasonably prompt period of time. The Trustee is hereby appointed the “Debenture Registrar” for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar or any co-registrarDebenture Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.052.8, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.3. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures that which the Holder Debentureholder making the exchange is entitled to receive, receive bearing registration numbers not contemporaneously outstanding. All Debentures issued upon any registration of transfer or exchange of Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debentures surrendered upon such registration of transfer or exchange. All Debentures presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company, Company or the Trustee, the Debenture Registrar or any co-Debenture Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee, and the Debentures shall be duly executed, executed by the Holder Debentureholder thereof or its attorney-in-fact his attorney duly authorized in writing. No service charge shall be charged to the Holder made for any exchange or registration of transfer or exchange of Debentures, but the Company or the Trustee may require a Holder to pay payment of a sum sufficient to cover any tax tax, assessment or other similar governmental charge required by law that may be imposed in connection with any registration of transfer or permitted pursuant to Section 14.02(e)exchange of Debentures. None of Neither the Company, Company nor the Trustee, the Trustee nor any Debenture Registrar or nor any co-registrar Debenture Registrar shall be required to exchange or register a transfer of (ia) any Debentures for a period of 15 days next preceding any selection of Debentures to be redeemed or (b) any Debentures or portions thereof called for redemption pursuant to Article III or (c) any Debentures or portions thereof surrendered for conversion or, if a portion of pursuant to Article XV or (d) any Debenture is surrendered for conversion, such Securities or portion thereof surrendered for conversion, (ii) any Debentures, purchase or a portion of any Debenture, surrendered for repurchase redemption (and not withdrawn) in accordance with Article 15 pursuant to Sections 3.08 or (iii) any Debentures selected for redemption in accordance with Article 16. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company3.09, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchangerespectively.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or and in any other office or agency of the Company designated pursuant to Section 4.02, 5.02 being herein sometimes collectively referred to as the “Debenture Registerregister”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed the “Debenture Registrarregistrar” for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars registrars in accordance with Section 4.025.02. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.052.06, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures that which the Holder Debentureholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar registrar or any co-Debenture Registrarregistrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder Debentureholder thereof or its his attorney-in-fact duly authorized in writing. No service charge shall be charged to the Holder Debentureholder for any exchange or registration of transfer of Debentures, but the Company or the Trustee may require a Holder to pay payment of a sum sufficient to cover any tax tax, assessments or other similar governmental charge required by law or permitted pursuant to Section 14.02(e)charges that may be imposed in connection therewith. None of the Company, the Trustee, the Debenture Registrar registrar or any co-registrar shall be required to exchange or register a transfer of (ia) any Debentures for a period of thirty (30) days next preceding any selection of Debentures to be redeemed, (b) any Debentures or portions thereof called for redemption pursuant to Section 3.02, (c) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion, conversion or (iid) any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 1616 hereof. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Debenture Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed the “Debenture Registrar” for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar or any co-Debenture Registrarregistrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to the Holder for any exchange or registration of transfer of Debentures, but the Company or the Trustee may require a Holder to pay a sum sufficient to cover any tax or other similar governmental charge required by law or permitted pursuant to Section 14.02(e). None of the Company, the Trustee, the Debenture Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 16. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, 4.02 being herein sometimes collectively referred to as the “Debenture Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and transfers or exchanges of transfers of the Debentures. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed the “Debenture Registrar” for the purpose of registering Debentures and transfers or exchanges of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars registrars in accordance with Section 4.02. Upon surrender for registration of transfer or exchange of any Debenture to the Debenture Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.052.07, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount Original Principal Amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amountOriginal Principal Amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver, the Debentures that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Debentures presented or surrendered for registration of transfer or exchange or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Debenture Registrar or any co-Debenture Registrarregistrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, executed by the Holder holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to the Holder for any exchange or registration of transfer or exchange of Debentures, but the Company or the Trustee may require a Holder to pay payment of a sum sufficient to cover any tax tax, assessments or other similar governmental charge required by law charges that may be imposed in connection therewith as a result of the name of the holder of the new Debentures issued upon such registration of transfer or permitted pursuant to Section 14.02(e)exchange of Debentures being different from the name of the holder of the old Debentures presented or surrendered for such registration of transfer or exchange. None of the Company, the Trustee, the Debenture Registrar or any co-registrar shall be required to exchange or register a transfer of (i) any Debentures surrendered for conversion exchange pursuant to Article XI or, if a portion of any Debenture is surrendered for conversionso surrendered, such portion thereof surrendered for conversion, such exchange or (ii) of any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 16XII hereof. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange. Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary. The Trustee shall have no responsibility or obligation to any direct or indirect participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Debentures or with respect to the delivery to any direct or indirect participant or other Person (other than the Depositary) of any notice (including any Fundamental Change Notice) or the payment of any amount under or with respect to such Debentures. All notices and communications to be given to the Holders and all payments to be made to Holders under the Debentures shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Debenture). The rights of beneficial owners in any Global Debenture shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its direct or indirect participants. 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 Debenture (including any transfers between or among direct or indirect participants in any Global Debenture) 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.

Exchange and Registration of Transfer of Debentures; Restrictions on Transfer; Depositary. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or and in any other office or agency of the Company designated pursuant to Section 4.02, 6.02 being herein sometimes collectively referred to as the “"Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debentures and of transfers of Debentures. Such register The Debenture Register shall be in written form or in any form capable of being converted into written form within a reasonable reasonably prompt period of time. The Trustee is hereby appointed the “"Debenture Registrar” " for the purpose of registering Debentures and transfers of Debentures as herein provided. The Company may appoint one or more co-Debenture Registrars registrars in accordance with Section 4.026.02. Upon surrender for registration of transfer of any Debenture to the Debenture Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debentures of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Debentures may be exchanged for other Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.026.02. Whenever any Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debentures that which the Holder Debentureholder making the exchange is entitled to receive, receive bearing registration numbers not contemporaneously outstanding. All Debentures issued upon any registration of transfer or exchange of Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debentures surrendered upon such registration of transfer or exchange. All Debentures presented or surrendered for registration of transfer or for exchange, repurchase redemption or conversion shall (if so required by the Company, Company or the Trustee, the Debenture Registrar or any co-Debenture Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, and the Debentures shall be duly executed, executed by the Holder Debentureholder thereof or its attorney-in-fact his attorney duly authorized in writing. No service charge shall be charged made to the Holder any Debentureholder for any exchange or registration of transfer or exchange of Debentures, but the Company or the Trustee may require a Holder to pay payment by the Debentureholder of a sum sufficient to cover any tax tax, assessment or other similar governmental charge required by law that may be imposed in connection with any registration of transfer or permitted pursuant to Section 14.02(e)exchange of Debentures. None of Neither the Company, Company nor the Trustee, the Trustee nor any Debenture Registrar or any co-registrar registrars shall be required to exchange or register a transfer of (i) any Debentures surrendered for conversion or, if a portion of any Debenture is surrendered for conversion, such portion thereof surrendered for conversion, (iia) any Debentures, or a portion of any Debenture, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Debentures selected for redemption in accordance with Article 16. All Debentures issued upon any registration of transfer or exchange of Debentures in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debentures surrendered upon such registration of transfer or exchange.