Common use of Exchange and Registration of Transfer of Notes Clause in Contracts

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject The Fiscal Agent is hereby authorized from time to Section 2.13 hereof, time in accordance with the provisions of the Notes of any a series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes this Section to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver Notes in exchange therefor for or in lieu of Notes with the same maturity and of like form which become mutilated, destroyed, stolen or lost and as provided in the text of the Notes, provided the Fiscal Agent is given an indemnity or security by the registered holder of the mutilated, destroyed, stolen or lost Note satisfactory to the Fiscal Agent. Each Note authenticated and delivered upon any transfer or Notes in exchange for or in lieu of the whole or any part of any Note shall carry all the rights to interest accrued and unpaid and to accrue which were carried by the whole or such part of such series which Note, and notwithstanding anything to the Noteholder making the exchange contrary herein contained, such new Note shall be entitled to receiveso dated that neither gain nor loss in interest shall result in such transfer, exchange or substitution. (b) The Trustee Registrar, as agent of FMS-WM, shall keepmaintain at its corporate trust office in Xxx Xxxx xx Xxx Xxxx, at one Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of said offices or agenciesAmerica, a register for the Notes of each series for the registration and registration of transfers of such Notes. Upon presentation at said office of the Registrar of any Note, accompanied by a written instrument of transfer in form acceptable to the Registrar, executed by the registered holder, in person or registers in whichby attorney thereunto duly authorized, subject to such reasonable regulations as it may prescribe, the Trustee shall register Note or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable transferred upon the register for the Notes of being converted into written form within such series and a reasonable time. At all reasonable times, such register new Note shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute authenticated and the Trustee shall register, authenticate and deliver issued in the name of the transferee or transferees one or more new transferee. Transfers and exchanges of Notes of any authorized denominations and a series shall be subject to such restrictions as shall be set forth in the text of a like aggregate principal amount, the Notes of such series and Stated Maturity and having the same terms and Original Issue Datesuch reasonable regulations as may be prescribed by FMS-WM. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made to any holder for any exchange or such registration, registration of transfer or exchange of NotesNotes of a series unless otherwise provided by the provisions of the Notes of such series, but FMS-WM or the Company Registrar may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection therewiththerewith and any additional amounts required to be paid by the provisions of the Notes of such series. (ed) The Trustee shall not be required Transfer Agent and the Registrar may decline to exchange or register the transfer of any Notes selectedNote of any series during the period of 15 days, called or being called for redemption (including Notes, if any, redeemable at such other period as may be set forth in the option provisions of the Holder provided Notes of such Notes are then redeemable at series, preceding (i) the due date for any payment of principal of or interest on such Holder's optionNote or (ii) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global date on which such Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Notescheduled for redemption.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's ’s option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof2.12, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series amount and Stated Maturity and having the same terms and Original Issue DateDate or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to by the Company for such purpose as provided in Section 6.02 hereof6.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee on behalf of the Company shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it or the Company may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, times such register shall be open for inspection by the CompanyTrustee. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and register or cause to be registered and the Trustee shall register, authenticate and deliver make available for delivery, in the name of the transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount, series amount and Stated Maturity and having the same terms and Original Issue DateDate or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by by, the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee Company shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, amount and any applicable premium, premium of part, part but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and registermake available for delivery, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, terms and Original Issue Date and series or Dates as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of Whenever any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged Note shall be surrendered to the Company at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such an office or agencyagency referred to in Section 3.2, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee and Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the Holder holder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticateauthenticate and deliver, deliver and registerin exchange therefor, a Global Note or Notes in an authorized denomination in the name of the designated transferee, as the case may require, for a like aggregate principal amount equal toand of such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and having entitled to the same termsbenefits under this Indenture, Original Issue Date and series asas the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or Section 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes after the fifteenth (15th) day immediately preceding the date, if any, the unpaid portion Company elects to redeem the Notes. The Company shall not be required to issue or to make registrations of such Global Notetransfer or exchanges of any Notes which have been selected for redemption. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject to the provisions of Section 10.2, be fully protected in relying on the Note Register kept at the main office of the Trustee.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of Whenever any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged Note shall be surrendered to the Company at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such an office or agencyagency referred to in Section 3.2, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee and Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the Holder holder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticateauthenticate and deliver, deliver in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, with a Principal amount equal to the unpaid Principal amount of the Note so exchanged and registerof such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or Section 11.5 not involving any transfer. No service charge will be made for any such transaction. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject to the provisions of Section 8.2, be fully protected in relying on the Note Register kept at the main office of the Trustee. Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note. Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 2.8, 2.10 or 11.5 or otherwise, shall be authenticated and delivered in an authorized denomination in aggregate principal amount equal tothe form of, and having shall be, a Global Note, unless such Note is registered in the same terms, Original Issue Date and series as, name of a person other than the unpaid portion of Depositary for such Global NoteNote or a nominee thereof.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, hereof and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Company hereby appoints the Trustee registrar for the Notes. The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder Holder, provided such Notes are then redeemable at such Holder's option) ), except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, if any, of part, but not all all, of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series amount and Stated Maturity stated maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, 7.2 hereof and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Company hereby appoints the Trustee registrar for the Notes. The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series amount and Stated Maturity stated maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notesredemption, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, if any, of part, but not all all, of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, terms and Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of Whenever any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged Note shall be surrendered to the Company at any of the offices an office or agencies agency referred to be maintained pursuant to in Section 6.02 3.2 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee and Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the Holder holder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) No service charge , the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may be made for requested. All Notes issued upon any exchange or registration of transfer or exchange of NotesNotes shall be the valid obligations of the Company, but evidencing the Company same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to cover reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection therewith. (e) with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Trustee Company shall not be required to exchange issue or register to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes selected, called or being called which have been selected for redemption (including Notesin whole or in part, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all . Upon delivery by any Note Co-Registrar of a Global Note is paidin exchange for a Note surrendered to it in accordance with the provisions of this Indenture, then upon surrender the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the Trustee identity of such Global Notepersons who are holders, the Company shall executeTrustee shall, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.subject

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by by, the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all all, of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee Company shall keep, at one of said offices an office or agenciesagency to be designated and maintained by the Company in accordance with Section 4.04 (as such, a register or registers "Note Registrar"), registry books (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes of each such series as provided in this Article II providedTwo. Such register Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, times such register Note Register shall be open for inspection by the CompanyTrustee. Upon due presentment for registration of transfer of any Note Notes of a particular series at any such office or agencyagency maintained pursuant to Section 4.04 for such purpose in a Place of Payment, the Company shall execute and register and the Trustee shall register, authenticate and deliver make available for delivery in the name of the transferee or transferees one a new Note or more new Notes of such series of any authorized denominations and of a like for an equal aggregate principal amount, series amount and Stated Maturity and having the same terms and Original Issue Datetenor. (cb) All Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for individual certificated Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) exceptrepresented thereby, in the case of any Note to be redeemed in partdefinitive form, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender may not be transferred except as a whole by the Depositary for such series to the Trustee a nominee of such Global NoteDepositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for Notes of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Book-Entry Notes of such series or if at any time the Depositary for the Book-Entry Notes of such series shall no longer be eligible under Section 2.06, the Company shall appoint a successor Depositary with respect to the Notes of such series. If a successor Depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, authenticate and deliver, Notes of such series in definitive form in an aggregate principal amount and like terms and tenor equal to the Trustee principal amount of the Book-Entry Note or Notes in global form representing such series in exchange for such Book-Entry Note or Notes in global form. The Company may at any time and in its sole discretion determine that individual Book-Entry Notes of any series shall authenticate, deliver and register, no longer be represented by a Global Note Note. In such event the Company will execute, authenticate and deliver individual certificated Notes of such series in definitive form in authorized denominations and in an authorized denomination in aggregate principal amount equal to, and having to the same terms, Original Issue Date and principal amount of the Global Note representing such series as, the unpaid portion of in exchange for such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject The Company shall cause to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes kept at the Corporate Trust Office of the same series of Trustee a register (the register maintained in such office and in any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any other office or agency of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 4.2 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such Note register shall be in written form or in any other form capable of being converted into written form within a reasonable period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed "Note registrar" for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute execute, and the Trustee shall register, authenticate and deliver make available for delivery, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and Stated Maturity the Trustee shall authenticate and having make available for delivery, the same terms and Original Issue Date. (c) Notes that the Noteholder making the exchange is entitled to receive bearing certificate numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchangeexchange shall (if so required by the Company, redemption the Trustee, the Note registrar or payment shall any co-registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly Company, executed by the Holder Noteholder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax tax, assessments or other governmental charge charges that may be imposed in connection therewith. (e) The Trustee . None of the Company, the Trustee, the Note registrar or any co-registrar shall not be required to exchange or register the a transfer of (a) any Notes selectedfor a period of 15 days next preceding the mailing of a notice of redemption, called or being (b) any Notes called for redemption (including Notesor, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt and entitled to be redeemed in partthe same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. All Notes, the portion thereof not to be so redeemed. (f) If the principal amounttransfer, and applicable premium, exchange and/or registration of part, but not all of a Global Note which is paid, then upon surrender to effectuated by the Trustee pursuant to this Section 2.5, shall be accompanied by an Officers' Certificate of the Company, executed by a Responsible Officer thereof, certifying that such Global Notetransfer, exchange and/or registration is authorized by the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Notepermitted hereunder.

Exchange and Registration of Transfer of Notes. (a) Subject The Company shall cause to Section 2.13 hereof, Notes of any series may be exchanged for one kept at the Corporate Trust Office or more new Notes other office of the same series of Trustee or its Affiliate a register (the register maintained in such office and in any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any other office or agency of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 5.2 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable period of time. At all reasonable times, such register The Trustee is hereby initially appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.2. There shall be open for inspection by the Companyonly one Note register. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the same terms and Original Issue Date. (c) Notes which the Noteholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchangeexchange shall (if so required by the Company, redemption the Trustee, the Note registrar or payment shall any co-registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed executed, by the Holder Noteholder thereof or the his, her or its attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made charged to the Noteholder for any exchange or registration of transfer of Notes. None of the Company, but the Company may require payment of a sum sufficient to cover Trustee, the Note registrar or any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee co-registrar shall not be required to exchange or register the a transfer of (a) any Notes selected, called for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or being (b) any Notes called for redemption (including Notesor, if anya portion of any Note is selected or called for redemption, redeemable at such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes tendered for purchase or, if a portion of a Note is tendered for purchase, such portion thereof tendered for purchase. All Notes issued upon any transfer or exchange of Notes in accordance with this Indenture shall be the option valid obligations of the Holder Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (b) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, all Notes that are so eligible may be represented by a Note or Notes in global form (the "Global Note" or "Global Notes") registered in the name of the Depositary or the nominee of the Depositary, except as otherwise specified below. The transfer, conversion and exchange of beneficial interests in the Global Note shall be effected through the Depositary in accordance with this Indenture and the procedures of the Depositary therefor. Transfers of interests in a Global Note will be made in accordance with the standing instructions and procedures of the Depositary and its participants. The Trustee shall make appropriate endorsements to reflect increases or decreases in the Global Note as set forth on the face of the Global Note to reflect any such transfers. Except as provided below, beneficial owners of an interest in a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Notes. No definitive Note, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be included in a Global Note. The Trustee shall authenticate Notes in definitive form upon any transfer of a beneficial interest in any Global Note to the Company or any Affiliate of the Company. (c) Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc. or any other exchange or automated quotation system in which the Notes are then redeemable at such Holder's option) except, authorized for trading in order to comply with any applicable law or any regulation thereunder or with the case rules and regulations of any Note securities exchange upon which the Notes may be listed or traded or to be redeemed in partconform with any usage with respect thereto, the portion thereof not or to be so redeemedindicate any special limitations or restrictions to which any particular Notes are subject. (fd) If Notwithstanding any other provisions of this Indenture (other than the principal amountprovisions set forth in this Section 2.5(d)), and applicable premium, of part, but not all of a Global Note is paid, then upon surrender may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Trustee Depositary or another nominee to a successor Depositary or a nominee of such successor Depositary. The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global NoteNotes. Initially, the Global Note shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Custodian for Cede & Co. If at any time: (A) the Depositary for a Global Note (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary has not been appointed by the Company within ninety (90) calendar days, or (ii) has ceased to be a clearing agency registered under the Exchange Act and no successor clearing agency has been appointed by the Company within ninety (90) calendar days; (B) an Event of Default has occurred and is continuing; or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes, the Company shall will execute, and the Trustee shall authenticatewill authenticate and deliver, deliver and registerNotes in certificated form, a Global Note in an authorized denomination in aggregate principal amount equal toto the principal amount of the Global Note, in exchange for such Global Note. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part, and having any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or in part from time to time as directed by the same termsCompany. Notes in definitive form issued in exchange for all or a part of a Global Note pursuant to this Section 2.5(d) shall be registered in such names and in such authorized denominations as the Depositary, Original Issue Date pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and series asauthentication, the unpaid portion Trustee shall deliver such Notes in certificated form to the persons in whose names such Notes in definitive form are so registered. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. At such time as all interests in a Global Note have been redeemed, converted, exchanged, purchased or canceled for Notes in definitive form, or transferred to a transferee who receives Notes in definitive form, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with standing procedures and instructions existing between the Custodian and Depositary. At any time prior to such cancellation, if any interest in a Global Note is exchanged for Notes in certificated form, redeemed, converted, exchanged, purchased by the Company or canceled, or transferred for part of a Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Custodian and the Depositary, be reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase. (e) Any Note or Common Stock issued upon the conversion or exchange of a Note that is purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction which results in such Note or Common Stock, as the case may be, no longer being "restricted securities" (as defined under Rule 144). Any Note or Common Stock issued in definitive form to the Company or any Affiliate thereof shall be endorsed with or have incorporated in the text thereof such legends or recitals as necessary to set forth the foregoing restrictions.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new a like aggregate principal amount of Notes of the same series of any other authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Datedenominations. Notes to be exchanged shall be surrendered surrendered, at the option of the Holders thereof, either at the office or agency designated and maintained by the Company for such purpose for such series in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of the such other offices or agencies to as may be designated and maintained pursuant to by the Company for such purpose for such series in accordance with the provisions of Section 6.02 hereof4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. Each Person designated by the Company pursuant to the provisions of Section 4.02 as a Person authorized to register and register transfer of the Notes is sometimes herein referred to as a “Registrar. (b) ” The Trustee is hereby initially appointed as Registrar for each series of Notes. The Company shall keep, at one of said its offices or agenciesagencies maintained pursuant to Section 4.02, a register or for each series of Notes issued hereunder (the registers of all Registrars being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as provided in this Article II provided2. Such register The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register times the Security Register shall be open for inspection by the CompanyTrustee and any Registrar other than the Trustee. Upon due presentment for registration or registration of transfer of any Note of any series at any such designated office or agency, the Company shall execute and register and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one a new Note or more new Notes of any authorized denominations and of a like the same series for an equal aggregate principal amount. Registration or registration of transfer of any Note by any Registrar in the registry books of the Company maintained by such Registrar, series and Stated Maturity delivery of such Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Note. No Person shall at any time be designated as or act as a Registrar unless such Person is at such time empowered under applicable law to act as such under and having to the same terms extent required by applicable law and Original Issue Date. (c) regulations. All Notes presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee and duly executed by by, the Holder or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) . The Trustee Company shall not be required to issue, exchange or register the a transfer of (a) any Notes of any series for a period of 15 days next preceding the selection of Notes of that series to be redeemed and thereafter until the date of the mailing of a notice of redemption of Notes of that series selected for redemption, provided, however, that the Trustee shall have no duty or responsibility with respect to issuing, exchanging or registering a transfer during such period unless and until it shall have received written notice setting forth the date which starts such 15 day period; or (b) any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) in whole or in part except, in the case of any Note to be redeemed in part, the portion thereof not so to be so redeemed. The provisions of clauses (1), (2), (3), (4), (5), (6) and (7) below shall apply only to Global Notes: (1) Each Global Note of any series authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes under this Indenture. (f2) If the principal amountNotwithstanding any other provision in this Indenture, no Global Note of any series may be exchanged in whole or in part for Notes of such series issued in definitive form, and applicable premium, of part, but not all no transfer of a Global Note of any series in whole or in part may be registered in the name of any Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is paidunwilling or unable to continue its services as Depositary for such Global Note and no successor Depositary has been appointed within 90 days after such notice or (ii) ceases to be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934 when the Depositary is required to be so registered to act as the Depositary and so notifies the Company, then and no successor Depositary has been appointed within 90 days after such notice, (B) the Company determines at any time that the Notes of such series shall no longer be represented by Global Notes and shall inform such Depositary for such Global Note of such determination and participants in such Depositary elect to withdraw their beneficial interests in the Notes from such Depositary, following notification by the Depositary of their right to do so, or (C) such exchange is made upon surrender request by or on behalf of the Depositary for such Global Note in accordance with customary procedures, following the request of a Beneficial Owner seeking to exercise or enforce its rights under the Notes. (3) Subject to clause (2) above, any exchange of a Global Note of any series for other Notes of such series may be made in whole or in part, and all such Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct. (4) Every Note of a series authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note of such series or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof. (5) Subject to the provisions of clause (7) below, the registered Holder of Notes of any series may grant proxies and otherwise authorize any Person, including Agent Members (as defined below in clause (7)) and Persons that may hold interests through Agent Members, to take any action which such Holder is entitled to take under this Indenture or such Notes. (6) In the event of the occurrence of any of the events specified in clause (2) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes of such series in definitive, fully registered form, without interest coupons. (7) Neither any members of, or participants in, the Depositary of any series (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note of such series registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall executeprevent the Company or the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by such Depositary or such nominee, as the case may be, or impair, as between such Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. (8) 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 Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any agent of the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having have any responsibility for any actions taken or not taken by the same terms, Original Issue Date and series as, the unpaid portion of such Global NoteDepositary.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by by, the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and any applicable premium, of part, but not all all, of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date Date, Stated Maturity and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject The Issuer shall cause to Section 2.13 hereof, Notes of be kept at the Corporate Trust Office a register (the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Issuer designated pursuant to Section 6.02 hereof, and 4.02 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the “Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bRegister”) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Issuer shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such register The Note Register shall be in written form or in any other form capable of being converted exchanged into written form within a reasonable reasonably prompt period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed “Note Registrar” for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon due presentment surrender for registration of transfer of any Note at to the Note Registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.05, the Company Issuer shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency maintained by the Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, exchange or redemption shall (if so required by the Issuer or payment shall the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and Issuer, which shall be duly executed by the Holder Noteholder thereof or the its attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made to any Holder for any exchange or registration of transfer or exchange of Notes, but the Company Issuer may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The Trustee with any registration of transfer or exchange of Notes. In the event of any redemption in part, the Issuer shall not be required to exchange to: (i) issue or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case exchange of any Note during a period beginning at the opening of business 15 days before any selection of Notes for redemption and ending at the Close of Business on the earliest date on which the relevant notice of redemption is deemed to be redeemed in part, the portion thereof not have been given to all Holders of Notes to be so redeemed, or (ii) register the transfer or exchange of any Note so selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part. (fb) If The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the principal amountname of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and applicable premiumeach such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, of partno Global Note may be exchanged in whole or in part for Notes registered, but not all and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (1) the Depositary (x) has notified the Issuer that it is paidunwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, then upon surrender and a successor depositary has not been appointed by the Issuer within 90 calendar days, (2) an Event of Default has occurred and is continuing or (3) the Issuer, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (1) or (2) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (3) above may be exchanged in whole or from time to time in part as directed by the Issuer. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without Interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary or the Custodian to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee of is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the Company principal amount thereof shall executebe reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee and an endorsement shall be made on such Global Note by the Trustee or the Custodian, at the direction of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note in definitive certificated form issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Issuer will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without Interest coupons. (v) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall authenticateprevent the Issuer, deliver the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and registerany other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, exchanged, or canceled for Notes in an authorized denomination certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in aggregate accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, exchanged, or canceled for Notes in certificated form, the principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) The Trustee shall have no responsibility or obligation to any Agent Members 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 Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series or tranche may be exchanged for one or more new Notes of the same series or tranche of any authorized denominations and of a like aggregate principal amount, series or tranche and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series or tranche which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series or tranche and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by by, the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and any applicable premium, of part, but not all all, of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date Date, Stated Maturity and series or tranche as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 5.02 hereof, and the Trustee shall authenticate and deliver deliver, or make available for delivery, in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unpaid portion of such Global Note. (g) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, shall only be made (x) in the case of transfers of portions of a Global Note to beneficial owners thereof in certificated form, in accordance with Section 2.13, and (y) transfers of such Global Note in whole, and not in part, to nominees of the Depositary or to a successor of the Depositary of such successor's nominee. (h) If Notes are issued upon the registration of transfer, exchange or replacement of Notes not bearing the legends required by the form of Note attached as Exhibit A hereto and Section 2.14 below (collectively the "Legend"), the Notes so issued shall not bear the Legend; provided that if a Legend is removed from the face of a Note and the Note is subsequently held by an affiliate of the Company, the Legend shall be reinstated. If Notes are issued upon the registration of transfer, exchange or replacement of Notes bearing the Legend, or if a request is made to remove the Legend on a Note, the Notes 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 Trustee such satisfactory evidence, which may include an opinion of counsel of recognized standing licensed to practice law in the State of New York and experienced in matters involving the Securities Act, as may be reasonably required by the Company that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with applicable securities laws. Upon provision of such satisfactory evidence, the Trustee, at the direction of the Company, shall authenticate and deliver a Note that does not bear the Legend. 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 Note 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 Notes. The Company shall cause to be kept at the Corporate Trust Office a register (a) Subject to Section 2.13 hereof, Notes of the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 5.2 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such The Note register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable timesThe Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may change the Note registrar or appoint one or more co-registrars in accordance with Section 5.2 without any prior notice to any holders, such PROVIDED that a Note register shall be open for inspection by at all times maintained at the CompanyCorporate Trust Office. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.2. Whenever any Notes are so surrendered for exchange, the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption redemption, repurchase or payment conversion shall (if so required by the Company or the Note registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, and the Trustee and Notes shall be duly executed by the Holder Noteholder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made to a Noteholder for any exchange or registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note registrar or any Company registrar shall not be required to exchange or register the a transfer of (a) any Notes selected, called for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or being (b) any Notes or portions thereof called for redemption pursuant to Article III or (including Notes, if any, redeemable at the option of the Holder provided such c) any Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the or portion thereof not surrendered for conversion pursuant to be so redeemedArticle XV. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject The Company shall cause to Section 2.13 hereof, Notes of be kept at the Corporate Trust Office a register (the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 4.02 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the “Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister”) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such The Note register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed “Note registrar” for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.04, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amountamount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, series the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption redemption, repurchase or payment conversion shall (if so required by the Company or the Note registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Note registrar, as the case may be, and the Trustee and Notes shall be duly executed by the Holder Noteholder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made to any holder for any exchange or registration of transfer or exchange of Notes, but either the Company Company, the Trustee or both may require payment by the holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note registrar shall not be required to exchange or register the a transfer of (i) any Notes selectedfor a period of 15 days next preceding the mailing of notice of redemption of Notes to be redeemed, called (ii) any Notes or being portions thereof called for redemption pursuant to Section 3.02, (including Notesiii) any Notes or portions thereof surrendered for conversion pursuant to Section 14.01, if any, redeemable at the option of the Holder provided such (iv) any Notes are then redeemable at such Holder's optionor portions thereof tendered for repurchase (and not withdrawn) except, in the case of pursuant to Section 3.05 or (v) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to be redeemed in part, the portion thereof not to be so redeemedSection 3.06. (fb) If The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the principal amountname of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and applicable premiumeach such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, of partno Global Note may be exchanged in whole or in part for Notes registered, but not all and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (i) has notified the Company that it is paidunwilling or unable to continue as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered under the Exchange Act and a successor Depositary is not appointed by the Company within 90 days, then upon surrender (B) an Event of Default has occurred and is continuing and the maturity of the Notes shall have been accelerated in accordance with the terms of the Notes and any holder shall have requested in writing the issuance of definitive certificated securities, or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above and which is not a Global Note shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee of is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall executehave any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall authenticateprevent the Company, deliver the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and registerany other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, repurchased, converted, canceled or exchanged for Notes in an authorized denomination certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in aggregate accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, the principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction.

Exchange and Registration of Transfer of Notes. The Issuer shall cause to be kept at the Corporate Trust Office a register (a) Subject to Section 2.13 hereof, Notes of the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Issuer designated pursuant to Section 6.02 hereof, and 4.02 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the “Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bRegister”) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Issuer shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such register The Note Register shall be in written form or in any other form capable of being converted exchanged into written form within a reasonable reasonably prompt period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed “Note Registrar” for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon due presentment surrender for registration of transfer of any Note at to the Note Registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.05, the Company Issuer shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency maintained by the Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption repurchase or payment conversion shall (if so required by the Issuer or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer, and the Trustee and Notes shall be duly executed by the Holder Noteholder thereof or the its attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made to any holder for any exchange or registration of transfer or exchange of Notes, but the Company Issuer may require payment by the holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The with any registration of transfer or exchange of Notes. In connection with the redemption of the Notes in part, neither the Trustee nor any Note Registrar shall not be required to exchange issue or register the transfer or exchange of (a) any Notes selectedduring a period beginning at the opening of business fifteen (15) days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, called or being (b) any Notes or portions thereof called for redemption (including Notespursuant to Section 3.02, if any, redeemable at except the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case unredeemed portion of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject The Issuer shall cause to Section 2.13 hereof, Notes of be kept at the Corporate Trust Office a register (the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Issuer designated pursuant to Section 6.02 hereof, and 4.02 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the “Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bRegister”) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Issuer shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such register The Note Register shall be in written form or in any other form capable of being converted exchanged into written form within a reasonable reasonably prompt period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed “Note Registrar” for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon due presentment surrender for registration of transfer of any Note at to the Note Registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.05, the Company Issuer shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency maintained by the Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, exchange or redemption shall (if so required by the Issuer or payment shall the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and Issuer, which shall be duly executed by the Holder Noteholder thereof or the its attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made to any Holder for any exchange or registration of transfer or exchange of Notes, but the Company Issuer may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The Trustee with any registration of transfer or exchange of Notes. In the event of any redemption in part, the Issuer shall not be required to exchange to: (i) issue or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case exchange of any Note during a period beginning at the opening of business 15 days before any selection of Notes for redemption and ending at the Close of Business on the earliest date on which the relevant notice of redemption is deemed to be redeemed in part, the portion thereof not have been given to all Holders of Notes to be so redeemed, or (ii) register the transfer or exchange of any Note so selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part. (fb) If The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the principal amountname of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and applicable premiumeach such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, of partno Global Note may be exchanged in whole or in part for Notes registered, but not all and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (1) the Depositary (x) has notified the Issuer that it is paidunwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, then upon surrender and a successor depositary has not been appointed by the Issuer within 90 calendar days, (2) an Event of Default has occurred and is continuing or (3) the Issuer, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (1) or (2) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (3) above may be exchanged in whole or from time to time in part as directed by the Issuer. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without Interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary or the Custodian to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee of is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the Company principal amount thereof shall executebe reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee and an endorsement shall be made on such Global Note by the Trustee or the Custodian, at the direction of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note in definitive certificated form issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Issuer will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without Interest coupons. (v) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall authenticateprevent the Issuer, deliver the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and registerany other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, exchanged, or canceled for Notes in an authorized denomination certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in aggregate accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, exchanged, or canceled for Notes in certificated form, the principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (vii) In connection with any transfer of a beneficial interest in a Global Note to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, either such Global Notes shall be surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Notes, the principal amount of one such Global Note shall be reduced and the principal amount of the other such Global Note shall be increased in accordance with the standing procedures and instructions existing between the Depositary and the Custodian and an endorsement shall be made on such Global Notes by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction or increase, as the case may be. (c) The Trustee shall have no responsibility or obligation to any Agent Members 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 Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 5.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by by, the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all all, of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee Company shall keep, at one of said offices an office or agenciesagency to be designated and maintained by the Company in accordance with Section 4.04 (as such, a register or registers "Note Registrar"), registry books (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes of each such series as provided in this Article II providedTwo. Such register Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, times such register Note Register shall be open for inspection by the CompanyTrustee. Upon due presentment for registration of transfer of any Note Notes of a particular series at any such office or agencyagency maintained pursuant to Section 4.04 for such purpose in a Place of Payment, the Company shall execute and register and the Trustee shall register, authenticate and deliver make available for delivery in the name of the transferee or transferees one a new Note or more new Notes of such series of any authorized denominations and of a like for an equal aggregate principal amount, series amount and Stated Maturity and having the same terms and Original Issue Datetenor. (cb) All Notwithstanding any other provisions of this Section, unless and until it is exchanged in whole or in part for individual certificated Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) exceptrepresented thereby, in the case of any Note to be redeemed in partdefinitive form, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender may not be transferred except as a whole by the Depositary for such series to the Trustee a nominee of such Global NoteDepositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for Notes of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Book-Entry Notes of such series or if at any time the Depositary for the Book-Entry Notes of such series shall no longer be eligible under Section 2.06, the Company shall execute, and appoint a successor Depositary with respect to the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion Notes of such Global Note.series. If a successor Depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice or

Exchange and Registration of Transfer of Notes. (a) Subject The Company shall cause to Section 2.13 hereof, Notes be kept at the Corporate Trust Office and at the principal office of any series such other Person or Persons as may be exchanged for one designated by the Company, a register (the register maintained in each such office and in any other office or more new Notes of agency maintained by the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Company pursuant to Section 6.02 hereof, and 1002 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bRegister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the transfer purpose of registering Notes and transfers of Notes as in this Article II herein provided; provided, however, that if the Company gives a Company Order to the Trustee designating a Person other than the Trustee to serve as Note Registrar, then such Person shall be appointed as "Note Registrar" for the purpose of registering and transferring the Notes as herein provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment surrender for registration of transfer of any Note at any such the office or agencyagency maintained by the Company pursuant to Section 1002, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at . At the option of the Holder provided such Holder, Notes are then redeemable at such Holder's option) exceptmay by exchanged for other Notes, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the authorized denominations and of a like aggregate principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender of the Notes to the Trustee of be exchanged at such Global Noteoffice or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticateauthenticate and deliver, deliver and registerthe Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, a Global Note in an authorized denomination in aggregate principal amount equal toevidencing the same debt, and having entitled to the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.benefits under

Exchange and Registration of Transfer of Notes. The Company shall cause to be kept at the Corporate Trust Office a register (a) Subject to Section 2.13 hereof, Notes of the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 5.2 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such The Note register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable timesThe Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may change the Note registrar or appoint one or more co-registrars in accordance with Section 5.2 without any prior notice to any holders, such PROVIDED that a Note register shall be open for inspection by at all times maintained at the CompanyCorporate Trust Office. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.2. Whenever any Notes are so surrendered for exchange, the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption or payment conversion shall (if so required by the Company or the Note registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, and the Trustee and Notes shall be duly executed by the Holder Noteholder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made for any exchange or registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note registrar or any Company registrar shall not be required to exchange or register the a transfer of (a) any Notes selected, called for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or being (b) any Notes or portions thereof called for redemption pursuant to Article III or (including Notes, if any, redeemable at the option of the Holder provided such c) any Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the or portion thereof not surrendered for conversion pursuant to be so redeemedArticle XV. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject The Company shall cause to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes kept at the Corporate Trust Office of the same series of Trustee a register (the register maintained in such office and in any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any other office or agency of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 5.2 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such Note register shall be in written form or in any other form capable of being converted into written form within a reasonable period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed "Note registrar" for inspection by the Companypurpose of registering Notes and transfers of Notes as 18 herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.2. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the same terms and Original Issue Date. (c) Notes which the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchangeexchange shall (if so required by the Company, redemption the Trustee, the Note registrar or payment shall any co-registrar) be duly endorsed byendorsed, 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 the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made charged to the Holder for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax tax, assessments or other governmental charge charges that may be imposed in connection therewith. (e) The Trustee . None of the Company, the Trustee, the Note registrar or any co-registrar shall not be required to exchange or register the a transfer of (a) any Notes selected, called for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or being (b) any Notes called for redemption (including Notesor, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case a portion of any Note to be redeemed in partis selected or called for redemption, the such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes surrendered for repurchase (and not withdrawn) pursuant to Article XVI or, if a portion of any Note is surrendered for repurchase pursuant to Article XVI, such portion thereof surrendered for repurchase (and not withdrawn) pursuant to Article XVI. All Notes issued upon any transfer or exchange of Notes in accordance with this Indenture shall be so redeemed. (f) If the principal amountvalid obligations of the Company, evidencing the same debt, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender entitled to the Trustee same benefits under this Indenture as the Notes surrendered upon such registration of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Notetransfer or exchange.

Exchange and Registration of Transfer of Notes. (a) Subject Restrictions on Transfer; Depositary. The Company shall cause to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes kept at the ------------------------------------ Corporate Trust Office of the same series of Trustee a register (the register maintained in such office and in any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any other office or agency of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof5.2 being herein sometimes collectively referred to as the "Note register"), and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed "Note registrar" for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.2. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount. Notwithstanding any other provision of this Section 2.5, series unless and Stated Maturity until it is exchanged in whole or in part for Notes in definitive form, a Global Note representing all or a portion of the Notes may not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. The Depositary may not sell, assign, transfer or otherwise convey any beneficial interest in a Global Note evidencing all or part of the Notes unless such beneficial interest is in an amount equal to an authorized denomination for the Notes. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Notes or if at any time the Depositary shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to the Notes. If a successor Depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company will execute, and having the same Trustee, upon the written request or authorization of any officer of the Company, will authenticate and deliver, Notes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note representing Notes in exchange for such Global Note. In the event that the Company at any time and in its sole discretion determines that the Notes issued in the form of a Global Note shall no longer be represented by such Global Note, the Company will execute, and the Trustee, upon the written request or authorization of any officer of the Company, will authenticate and deliver, Notes in definitive form and in an aggregate principal amount equal to the principal amount of the Global Note representing the Notes in exchange for such Global Note. The Depositary may surrender a Global Note in exchange, in whole or in part, for Notes in definitive form on such terms as are acceptable to the Company and Original Issue Date. the Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without charge, to each Person specified by the Depositary, a new Note or Notes in definitive form in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the surrendered Global Note; and to the Depositary, a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of Notes delivered in definitive form to Holders pursuant to clause (c1) above. Upon the exchange of a Global Note for Notes in definitive form, such Global Note shall be cancelled by the Trustee. Notes issued in definitive form in exchange for a Global Note pursuant to this Section 2.5 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes in definitive form to the Person in whose names such Notes are so registered. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchangeexchange shall (if so required by the Company, redemption the Trustee, the Note registrar or payment shall any co-registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed executed, by the Holder Noteholder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax tax, assessments or other governmental charge charges that may be imposed in connection therewith. (e) The Trustee . None of the Company, the Trustee, the Note registrar or any co- registrar shall not be required to exchange or register the a transfer of (a) any Notes selected, called for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or being (b) any Notes called for redemption (including Notesor, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case a portion of any Note to be redeemed in partis selected or called for redemption, the such portion thereof not selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes surrendered for repurchase pursuant to Article XVI or, if a portion of any Note is surrendered for repurchase pursuant to Article XVI, such portion thereof surrendered for repurchase pursuant to Article XVI. All Notes issued upon any transfer or exchange of Notes in accordance with this Indenture shall be so redeemed. (f) If the principal amountvalid obligations of the Company, evidencing the same debt, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender entitled to the Trustee same benefits under this Indenture as the Notes surrendered upon such registration of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Notetransfer or exchange.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, 6.2 hereof and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Company hereby appoints the Trustee registrar for the Notes. The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder Holder, provided such Notes are then redeemable at such Holder's option) ), except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, if any, of part, but not all all, of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate and deliver in exchange therefor therefore the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, amount of Notes of such series and Stated Maturity and having the same terms and Original Issue Datethat are of other authorized denominations. Notes to be exchanged shall be surrendered at any of the offices office or agencies agency to be maintained pursuant to for such purpose by the Company, as provided in Section 6.02 hereof5.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series authorized denominations which the Noteholder Holder making the exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section 5.02 as a person authorized to register and register transfer of Notes is sometimes herein referred to as a “Note Registrar. (b) ” The Trustee Company shall keep, at one an office or agency of said offices or agenciesthe Company maintained for such purpose, as provided in Section 5.02, a register or for each series of Notes hereunder (the registers of all Note Registrars being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as provided in this Article II providedThree. Such register For avoidance of doubt, there shall only be in written form or in any other form capable one Note Register for each series of being converted into written form within a reasonable timeNotes. At all reasonable times, such register Note Register shall be open for inspection by the CompanyTrustee and any Note Registrar other than the Trustee. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and cause to be registered and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one a new Note or more new Notes of any the same series of authorized denominations and of a like for an equal aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange . Registration or registration of transfer of Notesany Note by any Note Registrar in the registry books maintained by such Note Registrar, but and delivery of such Note, duly authenticated, shall be deemed to complete the Company may require payment registration or registration of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) transfer of such Note. The Trustee shall not be required to exchange or register the transfer is hereby appointed as Note Registrar for each series of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.. 14 28819972

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Dateamount of Notes of other authorized denominations. Notes to be exchanged shall be surrendered at any of the offices office or agencies agency to be maintained by the Company pursuant to Section 6.02 hereof3.02, and the Company shall execute and cause to be registered, and the Trustee shall authenticate and deliver in exchange therefor therefor, the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee Company shall keep, at one the office or agency to be maintained by the Company in accordance with the provisions of said offices or agenciesSection 3.02, a register or registers (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for registration of Notes and shall register or cause to be registered the registration of transfer of Notes as provided in this Article II providedTwo. Such register The Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register times the Note Register shall be open for inspection by the CompanyTrustee. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and register and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one a new Note or more new Notes of any authorized denominations and of a like for an equal aggregate principal amount. The Company hereby initially appoints the Trustee, series and Stated Maturity and having at the same terms and Original Issue Dateprincipal office of the Trustee, as the Note Registrar. (c) All Notes presented for registration of transfer or for exchangeexchange or payment, redemption if so required by the Company or payment the Trustee, shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by by, the Holder holder or the his attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made If at any time the Depositary for any exchange or registration of transfer of Notes, but the Global Notes notifies the Company may require payment that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary for the Notes shall no longer be eligible because it no longer is a clearing agency registered under the Securities Exchange Act of a sum sufficient to cover 1934 and any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.statute or

Exchange and Registration of Transfer of Notes. Restrictions ------------------------------------------------------------ on Transfer; Depositary. ----------------------- (a) Subject The Company shall cause to Section 2.13 hereof, Notes of be kept at the Corporate Trust Office a register (the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 5.2 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed "Note registrar" for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.2. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the same terms and Original Issue Date. (c) Notes which the Noteholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchangeexchange shall (if so required by the Company, redemption the Trustee, the Note registrar or payment shall any co-registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed executed, by the Holder Noteholder thereof or the attorney in his attorney-in-fact of such Holder duly authorized in writing. (d) . No service charge shall be made charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax tax, assessments or other governmental charge charges that may be imposed in connection therewith. (e) The Trustee . None of the Company, the Trustee, the Note registrar or any co-registrar shall not be required to exchange or register the a transfer of (a) any Notes selected, called for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or being (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in connection with a Repurchase Event. All Notes issued upon any transfer or exchange of Notes 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 Notes surrendered upon such registration of transfer or exchange. (b) So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes (i) issued to QIBs pursuant to Rule 144A of the Securities Act to be traded on The Portal Market or (ii) to a person who is not a U.S. Person (as defined in Regulation S) who is acquiring the Note in an offshore transaction (a "Non-U.S. Person") in accordance with Regulation S shall be represented by a Note in global form registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in such Note in global form, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture (including Notesthe restrictions on transfer set forth herein) and the procedures of the Depositary therefor. Notes resold to persons who are neither QIBs nor Non-U.S. Persons will be issued in definitive registered form and may not be represented by a Note in global form. In addition, at any time at the request of a QIB or a Non-U.S. Person that is a beneficial holder of an interest in a Note in global form, such beneficial holder shall be entitled to obtain a definitive Note upon written request to the Trustee and the Custodian in accordance with the standing instructions and procedures existing between the Depositary and the Custodian for the issuance thereof. Upon receipt of any such request, the Trustee or the Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of the Note in global form to be reduced by the principal amount of the definitive Note issued upon such request to such beneficial holder and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to such beneficial holder (or its nominee) a definitive Note or Notes in the appropriate aggregate principal amount in the name of such beneficial holder (or its nominee) and bearing such restrictive legends as may be required by this Indenture. Any transfer of a beneficial interest in a Note in global form which cannot be effected through book-entry settlement must be effected by the delivery to the transferee (or its nominee) of a definitive Note or Notes registered in the name of the transferee (or its nominee) on the books maintained by the Trustee in accordance with the transfer restrictions set forth herein. With respect to any such transfer, the Trustee or the Custodian, at the direction of the Trustee, will cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of the Note in global form to be reduced by the principal amount of the beneficial interest in the Note in global form being transferred and, following such reduction, the Company will execute and the Trustee will authenticate and deliver to the transferee (or such transferee's nominee, as the case may be), a Note or Notes in the appropriate aggregate principal amount in the name of such transferee (or its nominee) and bearing such restrictive legends as may be required by this Indenture. (c) So long as the Notes are eligible for book-entry settlement, unless otherwise required by law, upon any transfer of a definitive Note to a QIB in accordance with Rule 144A or a Non-U.S. Person in accordance with Regulation S, unless otherwise requested by the transferor, and upon receipt of the definitive Note or Notes being so transferred, together with a certification from the transferor that the transferee is a QIB or a Non-U.S. Person (or other evidence satisfactory to the Trustee), the Trustee shall make or direct the Custodian to make, an endorsement on the Note in global form to reflect an increase in the aggregate principal amount of the Notes represented by the Note in global form by the principal amount of the Note being transferred to the QIB or the Non-U.S. Person, the Trustee shall cancel such definitive Note or Notes and cause, or direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian, the aggregate principal amount of Notes represented by the Note in global form to be increased accordingly; provided that no -------- definitive Note, or portion thereof, in respect of which the Company or an Affiliate of the Company held any beneficial interest shall be included in such Note in global form until such definitive Note is freely tradable in accordance with Rule 144(k); provided further that the Trustee shall -------- ------- authenticate and deliver Notes in definitive form upon any transfer of a beneficial interest in the Note in global form to the Company or any Affiliate of the Company. Any Note in global form may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradeable on The Portal Market or as may be required for the Notes to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. (d) Every Note that bears or is required under this Section 2.5(d) to bear the legend set forth in this Section 2.5(d) (together with any Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.5(e), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.5(d) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.5(d) and 2.5(e), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Note, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, redeemable issued upon conversion thereof which shall bear the legend set forth in Section 2.5(e), if applicable) shall bear a legend in substantially the following form (unless such Notes have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the option time of such transfer) or unless otherwise agreed by the Holder provided such Notes are then redeemable at such Holder's option) exceptCompany in writing, in the case of any Note to be redeemed in part, the portion with notice thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.Trustee):

Exchange and Registration of Transfer of Notes. The Company shall cause to be kept at the Corporate Trust Office a register (a) Subject to Section 2.13 hereof, Notes of the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 4.02 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the “Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister”) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such The Note register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed “Note registrar” for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.04, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amountamount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, series the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption redemption, repurchase or payment conversion shall (if so required by the Company or the Note registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Note registrar, as the case may be, and the Trustee and Notes shall be duly executed by the Holder Noteholder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made to any holder for any exchange or registration of transfer or exchange of Notes, but either the Company Company, the Trustee or both may require payment by the holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note registrar shall not be required to exchange or register the a transfer of (a) any Notes selectedfor a period of 15 days next preceding any selection of Notes to be redeemed, called (b) any Notes or being portions thereof called for redemption pursuant to Section 3.02, (including Notesc) any Notes or portions thereof surrendered for conversion pursuant to Section 14.01, if any, redeemable at the option of the Holder provided such (d) any Notes are then redeemable at such Holder's optionor portions thereof tendered for redemption (and not withdrawn) except, in the case of pursuant to Section 3.05 or (e) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to be redeemed in part, the portion thereof not to be so redeemedSection 3.06. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof2.12, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series amount and Stated Maturity and having the same terms and Original Issue DateDate or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to by the Company for such purpose as provided in Section 6.02 hereof6.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee on behalf of the Company shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it or the Company may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, times such register shall be open for inspection by the CompanyTrustee. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and register or cause to be registered and the Trustee shall register, authenticate and deliver make available for delivery, in the name of the transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount, series amount and Stated Maturity and having the same terms and Original Issue DateDate or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by by, the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. . (e) The Trustee Company shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, amount and any applicable premium, premium of part, part but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and registermake available for delivery, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, terms and Original Issue Date and series or Dates as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, amount of Notes of such series and Stated Maturity and having the same terms and Original Issue Datethat are of other authorized denominations. Notes to be exchanged shall be surrendered at any of the offices office or agencies agency to be maintained pursuant to for such purpose by the Company, as provided in Section 6.02 hereof5.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor therefore the Note or Notes of such series authorized denominations which the Noteholder Holder making the exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section 5.02 as a person authorized to register and register transfer of Notes is sometimes herein referred to as a “Note registrar. (b) ” The Trustee Company shall keep, at one each such office or agency of said offices or agenciesthe Company maintained for such purpose, as provided in Section 5.02, a register or for each series of Notes hereunder (the registers of all Note registrars being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II Three provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register Note Register shall be open for inspection by the CompanyTrustee and any Note registrar other than the Trustee. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and register and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one a new Note or more new Notes of any authorized denominations and of a like for an equal aggregate principal amount. Registration or registration of transfer of any Note by any Note registrar in the registry books maintained by such Note registrar, series and Stated Maturity delivery of such Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Note. The Company will at all times designate one Person (who may be the Company and having who need not be a Note registrar) to act as repository of a master list of names and addresses of Holders of the same terms Notes. The Trustee shall act as such repository unless and Original Issue Date. (c) until some other Person is, by written notice from the Company to the Trustee and each Note registrar, designated by the Company to act as such. The Company shall cause each Note registrar to furnish to such repository, on a current basis, such information as such repository may reasonably request as to registrations, transfers, exchanges and other transactions effected by such registrar, as may be necessary or advisable to enable such repository to maintain such master list on as current a basis as is reasonably practicable. No Person shall at any time be appointed as or act as a Note registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. Initially, the Trustee shall be the Note registrar. All Notes presented to a Note registrar for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and such Note registrar duly executed by the registered Holder or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made for any exchange or registration of transfer of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) . The Trustee Company shall not be required to issue, exchange or register the a transfer of (a) any Notes of any series for a period of 15 days next preceding the mailing of a notice of redemption of Notes of such series and ending at the close of business on the day of the mailing of a notice of redemption of Notes of such series so selected for redemption, or (b) any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not so to be so redeemed. (f) If . All Notes issued in exchange for or upon registration of transfer of Notes shall be valid obligations of the principal amountCompany, evidencing the same debt, and applicable premiumentitled to the same benefits under this Indenture, as the Notes surrendered for such exchange or registration of parttransfer. None of the Trustee, but not all any agent of the Trustee, any Paying Agent or the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note is paidor for maintaining, then upon surrender supervising or reviewing any records relating to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Notebeneficial ownership interests.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 6.2 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity stated maturity and having the same terms and Original Issue DateDate or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unpaid portion of such Global Note.

Exchange and Registration of Transfer of Notes. Restrictions ------------------------------------------------------------ on Transfer; Depositary. ----------------------- (a) Subject The Company shall cause to Section 2.13 hereof, Notes of be kept at the Corporate Trust Office a register (the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 5.2 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bregister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such The Note register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed "Note registrar" for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.2. Upon due presentment surrender for registration of transfer of any Note at to the Note registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amountamount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.2. Whenever any Notes are so surrendered for exchange, series the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption or payment conversion shall be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, and the Trustee and Notes shall be duly executed by the Holder Noteholder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made to any holder for any exchange or registration of transfer or exchange of Notes, but the Company may require payment by the holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note registrar shall not be required to exchange or register the a transfer of (a) any Notes selectedfor a period of fifteen (15) days next preceding any selection of Notes to be redeemed, called (b) any Notes or being portions thereof called for redemption pursuant to Section 3.2, (including Notes, if any, redeemable at the option of the Holder provided such c) any Notes are then redeemable at such Holder's optionor portions thereof surrendered for conversion pursuant to Article Fifteen or (d) except, in the case of any Note Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to be redeemed in part, the portion thereof not to be so redeemedSection 3.5. (fb) If So long as the principal amountNotes are eligible for book-entry settlement with the Depositary, and applicable premiumor unless otherwise required by law, of partall Notes that, but not all upon initial issuance are beneficially owned by QIBs or as a result of a Global Note is paidsale or transfer after initial issuance are beneficially owned by QIBs, then upon surrender to will be represented by one or more Notes in global form registered in the Trustee name of such Global Note, the Company shall execute, and Depositary or the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having nominee of the same terms, Original Issue Date and series as, the unpaid portion of such Global Note.Depositary (the

Exchange and Registration of Transfer of Notes. (a) Subject The Company shall cause to Section 2.13 hereof, Notes of be kept at the Corporate Trust Office a register (the register maintained in such office and in any series may be exchanged for one other office or more new Notes agency of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained Company designated pursuant to Section 6.02 hereof, and 5.02 being herein sometimes collectively referred to as the Trustee shall authenticate and deliver in exchange therefor the "Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (bRegister") The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall register or cause to be registered provide for the registration of Notes and shall register or cause to be registered the transfer of Notes as in this Article II providedtransfers of Notes. Such register The Note Register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times, such register shall be open The Trustee is hereby appointed "Note Registrar" for inspection by the Companypurpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.02. Upon due presentment surrender for registration of transfer of any Note at to the Note Registrar or any co-registrar, and satisfaction of the requirements for such office or agencytransfer set forth in this Section 2.05, the Company shall execute execute, and the Trustee shall register, authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, series upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and Stated Maturity the Trustee shall authenticate and having deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same terms debt, and Original Issue Date. (c) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption redemption, repurchase or payment conversion shall (if so required by the Company or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Company, and the Trustee and Notes shall be duly executed by the Holder Noteholder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) . No service charge shall be made to any holder for any registration of, transfer or exchange or registration of transfer of Notes, but the Company may require payment by the holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. (e) The with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall not be required to exchange or register the a transfer of (a) any Notes selected, called or being called portions thereof surrendered for redemption conversion pursuant to Article 15 or (including Notes, if any, redeemable at the option of the Holder provided such b) any Notes are then redeemable at such Holder's option) except, in the case of any Note or portions thereof tendered for repurchase pursuant to be redeemed in part, the portion thereof not to be so redeemedSection 4.02. (fb) If The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the principal amountname of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and applicable premiumeach such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, of partno Global Note may be exchanged in whole or in part for Notes registered, but not all and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (a) the Depositary (i) has notified the Company that it is paidunwilling or unable to continue as Depositary for such Global Note and a successor depositary has not been appointed by the Company within ninety days or (ii) has ceased to be a clearing agency registered under the Exchange Act, then upon surrender (b) an Event of Default has occurred and is continuing or (c) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee of is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary ("Agent Members") nor any other Persons on whose behalf Agent Members may act shall executehave any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall authenticateprevent the Company, deliver the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and registerany other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, converted, canceled or exchanged for Notes in an authorized denomination certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in aggregate accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, converted, canceled or exchanged for Notes in certificated form, the principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) The Trustee shall have no responsibility or obligation to any Agent Members 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 Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note 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 Agent Members. 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 Note (including any transfers between or among Agent Members in any global indenture) 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 Notes. (a) Subject to Section 2.13 hereof, Notes of Whenever any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. Notes to be exchanged Note shall be surrendered to the Company at any of the offices an office or agencies agency referred to be maintained pursuant to Section 6.02 in SECTION 3.2 hereof, and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article II provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and Stated Maturity and having the same terms and Original Issue Date. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee and Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the Holder holder thereof or the his attorney in fact of such Holder duly authorized in writing. (d) No service charge , the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may be made for requested. All Notes issued upon any exchange or registration of transfer or exchange of NotesNotes shall be the valid obligations of the Company, but evidencing the Company same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to cover reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection therewith. (e) with any exchange or transfer of Notes other than exchanges pursuant to SECTION 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Trustee Company shall not be required to exchange issue or register to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days prior to the date of mailing of any notice of redemption, and ending on the date of such mailing. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes selected, called or being called which have been selected for redemption (including Notesin whole or in part, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so redeemed. (f) If delivered shall for all purposes of this Indenture be deemed to be duly registered in the principal amountNote Register; provided, and applicable premiumhowever, that in making any determination as to the identity of partpersons who are holders, but not all the Trustee shall, subject to the provisions of SECTION 10.2, be fully protected in relying on the Note Register kept at the main office of the Trustee. Any holder of a Global Note is paidshall, then upon surrender to the Trustee 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 Company shall executeDepository (or its agent), and that ownership of a beneficial interest in the Trustee shall authenticate, deliver and register, a Global Note shall be required to be reflected in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date and series as, the unpaid portion of such Global Notea book entry.

Exchange and Registration of Transfer of Notes. (a) Subject to Section 2.13 hereof2.12, Notes of any series may be exchanged for one or more new Notes of the same series of any authorized denominations and of a like aggregate principal amount, series amount and Stated Maturity and having the same terms and Original Issue DateDate or Original Issue Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to by the Company for such purpose as provided in Section 6.02 hereof5.2, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of such series which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee Trustee, on behalf of the Company, shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it or the Company may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as provided in this Article II providedII. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, times such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and register or cause to be registered and the Trustee shall register, authenticate and deliver make available for delivery, in the name of the transferee or transferees transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount, series amount and Stated Maturity and having the same terms and Original Issue DateDate or Original Issue Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by by, the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee Company shall not be required to exchange or register the a transfer of any Notes selected, called or being called for redemption (including Notes, if any, redeemable at the option of the Holder provided such Notes are then redeemable at such Holder's option) except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. (f) If the principal amount, amount and any applicable premium, premium of part, part but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and registermake available for delivery, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, terms and Original Issue Date and series or Original Issue Dates as, the unpaid portion of such Global Note.