Common use of Method of Exchange Clause in Contracts

Method of Exchange. In order to exercise the right of exchange, the Holder shall surrender such Debenture to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the office or agency of the Company, maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied in each case by written notice to the Company and the Exchange Agent that the Holder elects to exchange such Debenture, or, if less than the entire principal amount of such Debenture is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be issuable on such exchange shall be issued. Debentures surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Agent) by proper assignments thereof to the Company. If the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereof, as promptly as practicable after the proper surrender of such Debenture for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof), the Company shall or shall cause the Exchange Agent to deliver to such Holder, or on his written order a certificate or certificates for the number of whole shares of Chevron Common Stock and/or any other Exchange Property deliverable upon exchange of such Debenture (or specified portion thereof). In addition, provision shall be made for any fraction of a share as provided in Section 203 hereof and any payment of interest as provided by the following paragraph. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture as a Debenture holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Common Stock or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the Company, be deemed to have become the Holder or Holders of record of the shares or other property represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check for any cash or other Exchange Property may be delayed for a reasonable period of time at the request of the Company in order to effectuate the calculations of the adjustments pursuant to this Article Two, to obtain any certificate representing securities to be delivered, to complete any reapportionment of the shares of Chevron Common Stock or other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable law. If, between the date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected and none of the Company, the Trustee and the Exchange Agent shall be otherwise liable with respect to the modification of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article Two, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures surrendered for exchange or on account of any dividends on the Chevron Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any Regular Record Date and before any Interest Payment Date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. In the case of any Debenture which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Debenture or Debentures of authorized denominations in principal amount equal to the unexchanged portion of such Debenture.

Method of Exchange. In order to exercise the right of exchange, the Holder of any Security to be exchanged shall surrender such Debenture Security to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the office or agency of the Company, maintained for that purpose pursuant to Section 1002 2.03, which shall initially be the corporate trust office of the IndentureEscrow Agent, accompanied in each case by written notice to the Company and the Exchange Escrow Agent that the Holder elects to exchange such Debenture, Security or, if less than the entire principal amount of such Debenture a Security is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Vencor Common Stock or(or such other securities, property or cash as shall be added to the extent applicable, other Exchange Property Vencor Common Shares or as such shares of Vencor Common Stock shall have been changed into as provided in this Article 10) which shall be issuable on such exchange shall be issued. Debentures Securities surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Escrow Agent) by proper assignments thereof to the CompanyCompany or in blank for transfer. If the Company does not elect to deliver cash in lieu of Chevron shares of Vencor Common Stock or other Exchange Property pursuant to Section 216 10.13 hereof, as promptly as practicable after the receipt of such notice and the proper surrender of such Debenture for exchange Security as aforesaid (subject however subject, however, to the following paragraph of this Section 202 10.02 and to Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof10.13), the Company shall deliver or shall cause the Exchange Escrow Agent to deliver at said office or agency to such Holder, or on his written order order, a certificate or certificates for the number of whole full shares of Chevron Vencor Common Stock and/or any (or such other Exchange Property securities or property as shall be added to the Vencor Common Shares or as such shares of Vencor Common Stock shall have been changed into as provided in this Article 10) deliverable upon the exchange of any such Debenture Security (or specified portion thereof). In addition, the property and securities (other than cash), if any, apportioned thereto, a check for any cash apportioned thereto and provision shall be made for any fraction fractional interests in shares of a share Vencor Common Stock or other securities or property as provided in Section 203 hereof and any payment of interest as provided by the following paragraph10.03. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture notice shall have been received by the Company and the Escrow Agent and such Security shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture Security as a Debenture holder Holder shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Chevron Vencor Common Stock (or such other Exchange Property securities or property as shall be added to the Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 10) shall be deliverable upon such exchange shall, as between such Person person or Persons persons and the CompanyCompany and any Permitted Transferee (as defined below), be deemed to have become the Holder holder or Holders holders of record of the shares or other property securities represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates certificates, of property and securities, if any, apportioned thereto and of any check for any cash or other Exchange Property apportioned thereto and for cash in lieu of fractional interests as aforesaid may be delayed for a reasonable period of time at the request of the Company (which shall be made by an Officer's Certificate) in order to effectuate the calculations calculation of the adjustments to the number of the shares of Vencor Common Stock (or such other securities or property as shall be added to the Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 10) and cash apportioned thereto pursuant to this Article Two10, to obtain any certificate representing securities to be delivered, delivered or to complete any reapportionment of the shares of Chevron Vencor Common Stock or Stock, cash and other Exchange Property property apportioned thereto which is required by this Article Two or to comply with any applicable law10. If, between the any date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 20410.04, 205 10.05, or 211 hereof 10.10 applies shall occur, the Person person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date and time on which such an exchange is deemed effected effected, and none of the Company, any Permitted Transferee (as defined below), the Trustee and the Exchange Escrow Agent shall not otherwise be otherwise liable with respect to the modification modification, from the date such an exchange is deemed effected to the date of such delivery, of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article TwoIndenture, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures Securities surrendered for exchange or on account of any dividends on the Chevron Vencor Common Stock or other Exchange Property Shares delivered upon such exchange; provided, however PROVIDED that (i) interest accrued on any Debentures Securities surrendered for exchange on or after any Regular Record Date record date and before any Interest Payment Date the interest payment date relating thereto shall be paid to, as applicable, to the Holder holder of record as of such record datedate and (ii) the Holder of a Security exchanged on or after the record date for any dividend on the shares of Vencor Common Stock (or any other Exchange Security) shall be entitled to receive, promptly after the Trustee's receipt thereof, any such dividend paid on the shares of Vencor Common Stock (or any other Exchange Security) delivered upon such exchange. In the case of any Debenture Security which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyCompany except for transfer taxes in the case that the new Security is to be registered in a name different than that in which the old Security was issued, a Debenture new Security or Debentures Securities of authorized denominations in principal amount equal to the unexchanged portion of such DebentureSecurity.

Method of Exchange. Securities may be surrendered for exchange, subject to any applicable laws and regulations, at the office of any Exchange Agent located outside the United States. In order to exercise addition, Rule 144A Securities may be surrendered for exchange at the right Corporate Trust Office of the Trustee in New York City. Securities surrendered for exchange must be accompanied by appropriate notices (including a duly signed and completed notice of exchange, copies of which may be obtained at the Holder office of the Principal Paying Agent, any Exchange Agent and the Paying Agent in Luxembourg), any unmatured coupons and any payments in respect of interest or taxes as applicable. Unless Xxxx Atlantic shall surrender have disaffiliated from TCNZ on or prior to June 1, 1999 (and shall not thereafter have become an affiliate of TCNZ), each notice of exchange must include either (i) a representation by or on behalf of the beneficial owner of the Securities covered thereby, substantially in the form of Exhibit H hereto, to the effect that the person exchanging the Securities is a non-U.S. person acquiring the Exchange Property to be delivered on exchange of such Debenture Securities in an offshore transaction exempt from registration under the Securities Act pursuant to Regulation S thereunder or (ii) a written opinion of counsel to the effect that the Securities and the Exchange Property delivered upon exercise thereof have been registered under the Securities Act or are exempt from registration thereunder. A notice of exchange once given shall be irrevocable and may not be withdrawn without the consent in writing of the Company. The Company, the Trustee or the Exchange Agent (as defined in Section 219 hereof) for exchange on its behalf, may reject any incomplete or incorrect notice of exchange. All costs and expenses incurred or caused by delivering such Debenture to, an incomplete or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the office or agency incorrect notice of the Company, maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied in each case by written notice to the Company and the Exchange Agent that the Holder elects to exchange such Debenture, or, if less than the entire principal amount of such Debenture is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be issuable on such exchange shall be issuedfor the account of the relevant Holder of Securities. Debentures surrendered for exchange shall be accompanied (if so required by Unless the Company or has elected the Exchange Agent) by proper assignments thereof to the Company. If the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereofCash Settlement Option, as promptly as practicable (but in no event later than the tenth business day) after the proper surrender of such Debenture for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof)date, the Company shall deliver or shall cause to be delivered at the office of such Exchange Agent to deliver to such Holderor Trustee, as the case may be, TCNZ Ordinary Shares or on his written order a certificate or certificates for the number of whole shares of Chevron Common Stock and/or any other Exchange Property deliverable Property, as the case may be, issuable upon exchange, together with payment in cash in lieu of any fractional security. No payment or adjustment will be made on exchange of such Debenture (any Security for interest accrued thereon or specified portion thereof). In additiondividends on any TCNZ Ordinary Shares; provided that, provision shall be made subject to the next sentence, if a Security is surrendered for exchange after the Regular Record Date for any fraction interest payment and before the Interest Payment Date, then notwithstanding such exchange, the interest falling due on such Interest Payment Date will be paid to the person in whose name the Security is registered at the close of business on such Regular Record Date. Any Security surrendered for exchange during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities or portions thereof called for redemption on a share as provided in Section 203 hereof and any Redemption Date within such period) must be accompanied by payment of an amount equal to the interest as provided by payable on such Interest Payment Date on the following paragraphprincipal amount of such Securities being surrendered for exchange. Such exchange shall be deemed The interest payable on any Interest Payment Date with respect to have any Security which has been effected immediately prior to called for redemption on a Redemption Date, occurring during that period from the close of business on the date Regular Record Date next preceding such Interest Payment Date to the opening of business on such Interest Payment Date, which such Debenture shall have been properly Security is surrendered for exchange as aforesaidduring such period, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of paid upon exchange to the Holder in an amount equal to the interest that would have been payable on the portion of such Debenture as a Debenture holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Common Stock or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the Company, be deemed to have become the Holder or Holders of record of the shares or other property represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been Security that is being called for redemption by and is being exchanged if such portion had been exchanged as of the Companyclose of business on such Interest Payment Date. The interest so payable on any Interest Payment Date in respect of any Security (or portion thereof, as the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged case may be), which has not been called for redemption by on a Redemption Date occurring during the Companyperiod from the close of business on the Regular Record Date next preceding such Interest Payment Date to the opening of business on such Interest Payment Date, which Security (or portion thereof, as the case may be) is surrendered for exchange during such period, shall be paid to the Holder of such Security as of such Regular Record Date. In the event the Securities are called for redemption, the Holder shall exchange rights will terminate at the close of business on the Business Day preceding the Redemption Date. As a result of the foregoing provisions, Holders that surrender Securities for exchange on a date that is not an Interest Payment Date will not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check interest for any cash or other Exchange Property may be delayed for a reasonable the period of time at from the request of the Company in order to effectuate the calculations of the adjustments pursuant to this Article Two, to obtain any certificate representing securities to be delivered, to complete any reapportionment of the shares of Chevron Common Stock or other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable law. If, between the date an exchange under this Section 202 is deemed effected and Interest Payment Date next preceding the date of delivery of the applicable security or securities, such security or securities shall cease exchange to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected and none of the Company, the Trustee and the Exchange Agent shall be otherwise liable with respect to the modification of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article Two, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures surrendered for exchange or for any later period, even if the Securities are surrendered after a notice of redemption has been given (except for the payment of interest on account of any dividends Securities called for redemption on the Chevron Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any a Redemption Date between a Regular Record Date and before any the Interest Payment Date relating thereto shall be paid toto which it relates, as applicableprovided above). No other payment or adjustment for interest, the Holder or for any dividends in respect to TCNZ Ordinary Shares, will be made upon exchange. Holders of record TCNZ Ordinary Shares issued upon exchange will not be entitled to receive any dividends payable to holders of TCNZ Ordinary Shares as of such any record date before the close of business on the exchange date. In the case of any Debenture which is exchanged in part onlyNo fractional shares will be issued upon exchange, upon such exchange but the Company shall execute and the Trustee shall authenticate and deliver to the Holder will pay cash in lieu thereof, at the expense of the Company, a Debenture or Debentures of authorized denominations in principal amount equal to the unexchanged portion of such Debenture.

Method of Exchange. In order to exercise the right of exchange, the Holder shall surrender such Debenture to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the office or agency of the Company, maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied in each case by written notice to the Company and the Exchange Agent that the Holder elects to exchange such Debenture, or, if less than the entire principal amount of such Debenture is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be issuable on such exchange shall be issued. Debentures surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Agent) by proper assignments thereof to the Company. If the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereof, as promptly as practicable after the proper surrender of such Debenture for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof), the Company shall or shall cause the Exchange Agent to deliver to such Holder, or on his written order a certificate or certificates for the number of whole shares of Chevron Common Stock and/or any other Exchange Property deliverable upon exchange of such Debenture (or specified portion thereof). In addition, provision shall be made for any fraction of a share as provided in Section 203 hereof and any payment of interest as provided by the following paragraph. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture as a Debenture holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Common Stock or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the Company, be deemed to have become the Holder or Holders of record of the shares or other property represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check for any cash or other Exchange Property may be delayed for a reasonable period of time at the request of the Company in order to effectuate the calculations of the adjustments pursuant to this Article Two, to obtain any certificate representing securities to be delivered, to complete any reapportionment of the shares of Chevron Common Stock or other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable law. If, between the date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected and none of the Company, the Trustee and the Exchange Agent shall be otherwise liable with respect to the modification of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article Two, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures surrendered for exchange or on account of any dividends on the Chevron Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any Regular Record Date and before any Interest Payment Date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. In the case of any Debenture which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Debenture or Debentures of authorized denominations in principal amount equal to the unexchanged portion of such Debenture.

Method of Exchange. In order to exercise the right of exchange, the Holder of any Security to be exchanged shall surrender such Debenture Security to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Escrow Agent at the office or agency of the Company, maintained for that purpose pursuant to Section 1002 of the Indenture2.03, accompanied in each case by written notice to the Company and the Exchange Escrow Agent that the Holder elects to exchange such Debenture, Security or, if less than the entire principal amount of such Debenture a Security is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Vencor Common Stock orShares (or such other securities, property or cash as shall be added to the extent applicable, other Exchange Property such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 11) which shall be issuable on such exchange shall be issued. Debentures Securities surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Escrow Agent) by proper assignments thereof to the CompanyCompany or in blank for transfer. If the Company does not elect to deliver cash in lieu of Chevron Vencor Common Stock or other Exchange Property Shares pursuant to Section 216 11.13 hereof, as promptly as practicable after the receipt of such notice and the proper surrender of such Debenture for exchange Security as aforesaid (subject however subject, however, to the following paragraph of this Section 202 11.02 and to Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof11.13), the Company shall deliver or shall cause the Exchange Escrow Agent to deliver at said office or agency to such Holder, or on his written order order, a certificate or certificates for the number of whole shares of Chevron full Vencor Common Stock and/or any Shares (or such other Exchange Property securities or property as such Vencor Common Shares shall have been changed into as provided in this Article 11) deliverable upon the exchange of any such Debenture Security (or specified portion thereof). In addition, the property and securities (other than cash), if any, apportioned thereto, a check for any cash apportioned thereto and provision shall be made for any fraction of a share fractional interests in Vencor Common Shares or other securities or property as provided in Section 203 hereof and any payment of interest as provided by the following paragraph11.03. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture notice shall have been received by the Company and the Escrow Agent and such Security shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture Security as a Debenture holder Holder shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Chevron Vencor Common Stock Shares (or such other Exchange Property securities or property as shall be added to such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 11) shall be deliverable upon such exchange shall, as between such Person person or Persons persons and the CompanyCompany and any Permitted Transferee (as defined below), be deemed to have become the Holder holder or Holders holders of record of the shares or other property securities represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates certificates, of property and securities, if any, apportioned thereto and of any check for any cash or other Exchange Property apportioned thereto and for cash in lieu of fractional interests as aforesaid may be delayed for a reasonable period of time at the request of the Company (which shall be made by an Officer's Certificate) in order to effectuate the calculations calculation of the adjustments of the Vencor Common Shares (or such other securities or property as shall be added to such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in this Article 11) and cash apportioned thereto pursuant to this Article Two11, to obtain any certificate representing securities to be delivered, delivered or to complete any reapportionment of the shares of Chevron Vencor Common Stock or Shares, cash and other Exchange Property property apportioned thereto which is required by this Article Two or to comply with any applicable law11. If, between the any date an exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 20411.04, 205 11.05, or 211 hereof 11.10 applies shall occur, the Person person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date and time on which such an exchange is deemed effected effected, and none of the Company, any Permitted Transferee (as defined below), the Trustee and the Exchange Escrow Agent shall not otherwise be otherwise liable with respect to the modification modification, from the date such an exchange is deemed effected to the date of such delivery, of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article TwoIndenture, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures Securities surrendered for exchange or on account of any dividends on the Chevron Vencor Common Stock or other Exchange Property Shares delivered upon such exchange; provided, however provided that interest accrued on any Debentures Securities surrendered for exchange on or after any Regular Record Date record date and before any Interest Payment Date the interest payment date relating thereto shall be paid to, as applicable, to the Holder holder of record as of such record date. In the case of any Debenture Security which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyCompany except for transfer taxes in the case that the new Security is to be registered in a name different than that in which the old Security was issued, a Debenture new Security or Debentures Securities of authorized denominations in principal amount equal to the unexchanged portion of such DebentureSecurity.

Method of Exchange. In Subject to the requirement of prior notice set forth in the reverse of the form of Security set forth in Section 202, in order to exercise the right of exchange, the Holder of any Security to be exchanged shall surrender such Debenture to the Exchange Agent (as defined in Section 219 hereof) Security for exchange by delivering such Debenture toSecurity, duly endorsed or assigned to the Company or in blank, to the Company at the Corporate Trust Office of the Escrow Agent, or mailing at such Debenture by registered mail, postage prepaid, addressed to the Exchange Agent at the other office or agency of the CompanyCompany as may be designated by it for such purpose, maintained for that purpose pursuant to Section 1002 of or at such other offices or agencies as the Indenture, Company may designate. Securities surrendered shall be accompanied in each case by written notice notice, substantially in the form set forth in Section 204 (with an appropriate box filled in or accompanied by an opinion of counsel with substantial experience in practice under the 1933 Act and otherwise reasonably acceptable to the Company and Company, that the Exchange Agent Holder's exercise of its right to exchange is in compliance with the 1933 Act), that the Holder elects to exchange such Debenture, Security or, if less than the entire principal amount of such Debenture a Security is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be issuable on such exchange shall be issuedin an authorized denomination. Debentures surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Agent) by proper assignments thereof to the Company. If the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereof, as As promptly as practicable after the proper surrender of such Debenture Security for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof1202) and in accordance with the procedures set forth in the Exchange Escrow and Pledge Agreement (as defined in Section 219 hereof), the Company shall deliver or shall cause the Exchange Escrow Agent to deliver at said office or agency to such Holder, or on his written order order, a certificate or certificates for the number of whole shares of Chevron Granges Common Stock and/or and any other Exchange Property deliverable upon exchange of such Debenture Security (or specified portion thereof), and a check payable to such Holder for any interest accrued on the principal amount exchanged to the date upon which such Security shall have been properly surrendered. In addition, provision shall be made for any fraction of a share as provided in Section 203 hereof and any payment of interest as provided by the following paragraph1203. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture Security shall have been properly surrendered for exchange as aforesaid, which shall be the date on which such Debenture and notice and any such required payment and assignment shall be received by the Exchange Agent, and at such time the rights of the Holder of such Debenture Security as a Debenture holder Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Granges Common Stock or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the CompanyEscrow Agent, be deemed to have become the Holder holder or Holders holders of record of the shares or other property represented thereby. Upon any exchange of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates and of any check for any cash or other Exchange Property may be delayed for a reasonable period of time at the request of the Company in order to effectuate the calculations of the adjustments pursuant to this Article TwoTwelve, to obtain any certificate representing securities to be delivered, delivered or to complete any reapportionment of the shares of Chevron Granges Common Stock or and any other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable lawTwelve. If, between the date an of exchange under this Section 202 is deemed effected and the date of delivery of the applicable security or securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 204, 205 or 211 hereof 1204 applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected of exchange, and none of the Company, the Trustee and the Exchange Escrow Agent shall not be otherwise liable with respect to the modification modification, from the date of exchange to the date of such delivery, of such security or securities, from the date such exchange is deemed effected and the date of such delivery. Except as otherwise expressly provided in this Article TwoIndenture, no payment or adjustment shall be made upon any exchange on account of any interest accrued after the date on which the Debentures Securities are properly surrendered for exchange or on account of any dividends on the Chevron Granges Common Stock or other Exchange Property delivered upon such exchange; provided, however that interest accrued on any Debentures surrendered for exchange on or after any Regular Record Date and before any Interest Payment Date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. In the case of any Debenture Security which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a Debenture new Security or Debentures Securities of authorized denominations in principal amount equal to the unexchanged portion of such DebentureSecurity. If shares of Granges Common Stock to be issued upon exchange of a Restricted Security, or Securities to be issued upon exchange of a Restricted Security in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Security, then such Holder must deliver to the Escrow Agent a certificate in substantially the form set forth in Section 311, dated the date of surrender of such Restricted Security and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor the Escrow Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder shares of Granges Common Stock or Securities issued upon exchange of any such Restricted Security not so accompanied by a properly completed certificate.

Method of Exchange. (a) In order to exercise the right of exchangeexchange in respect of any Exchangeable Security, the Holder of such Exchangeable Security to be exchanged shall surrender such Debenture Exchangeable Security to the Exchange Collateral Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture Exchangeable Security to, or mailing such Debenture Exchangeable Security by registered mail, postage prepaid, addressed to the Exchange Collateral Agent at the office or agency of the Company, Collateral Agent maintained for that purpose pursuant to Section 1002 of the Indenturepurpose, accompanied in each case by written notice to the Company and the Exchange Collateral Agent that the Holder elects to exchange such DebentureExchangeable Security, or, if less than the entire principal amount of such Debenture Exchangeable Security is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Kaiser Common Stock Shares or, to the extent applicable, other Exchange Property which shall be issuable on upon such exchange shall be issued, subject to compliance with applicable federal and state securities laws. Debentures Exchangeable Securities surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Collateral Agent) by proper assignments thereof to the CompanyCompany or in blank for transfer. If the Company does Exchangeable Securities not elect to deliver cash in lieu of Chevron Common Stock or other Exchange Property pursuant to Section 216 hereof, as promptly as practicable after the proper surrender of such Debenture called for redemption are surrendered for exchange as aforesaid (subject however to during the following paragraph period from the close of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof), the Company shall or shall cause the Exchange Agent to deliver to such Holder, or business on his written order a certificate or certificates record date for the number of whole shares of Chevron Common Stock and/or any other Exchange Property deliverable upon exchange of such Debenture (or specified portion thereof). In addition, provision shall be made for any fraction of a share as provided in Section 203 hereof and any payment of interest as provided and prior to the next succeeding interest payment date relating thereto, such Exchangeable Securities must be accompanied by funds equal to the following paragraphinterest payable on such succeeding interest payment date on the principal amount so exchanged. Such Any exchange of an Exchangeable Security pursuant to this Article Seventeen shall be deemed to have been effected immediately prior to the close of business on the date on which such Debenture Exchangeable Security shall have been properly surrendered for exchange as aforesaid(the "Exchange Date"), which which, subject to the provisions of Section 17.09(g), shall be the date on which such Debenture Exchangeable Security and notice and any such required assignment (and, if required, funds equal to the interest payable on the next succeeding interest payment and assignment date on the principal amount exchanged) shall be received by the Collateral Agent. Unless the exchange is registered under the Securities Act prior to delivery of Exchange AgentProperty to the Holder, such Holder also shall deliver evidence satisfactory to Kaiser and the Company (which may include an opinion of counsel if requested by Kaiser or the Company), that such exchange is exempt from registration under the Securities Act. (b) Within two Business Days after the Exchange Date, the Company shall deliver to the Collateral Agent written notice of whether the Company shall (i) deliver Exchange Property or (ii) pay cash (the "Cash Payment Election") in lieu of Kaiser Common Shares or other Marketable Securities included in the Exchange Property, in whole or in part (indicating the respective portions to be so delivered or paid), pursuant to Section 17.10 and deliver Exchange Property as to which the Cash Payment Election is not exercised. If no such notice is delivered within such two-Business Day period, the Company will be irrebuttably presumed to have elected to deliver Exchange Property. To the extent the Company shall have so notified the Collateral Agent that it will exercise the Cash Payment Election in respect of such exchange, the exchange shall be made in accordance with the provisions of Section 17.10. To the extent the Company shall not have exercised a Cash Payment Election in respect of such exchange, the Company shall deliver or cause the Collateral Agent to deliver, no later than the seventh Business Day following such Exchange Date (subject to subparagraph (c) of this Section 17.02), at said office or agency to such time Holder, or on such Holder's written order, (i) a certificate or certificates for the number of full Kaiser Common Shares or securities constituting other Exchange Property as to which the Cash Payment Election is not exercised deliverable upon the exchange of such Exchangeable Security (or specified portion thereof), (ii) other Exchange Property (other than cash), if any, apportioned thereto and (iii) a check for any cash apportioned thereto. Provision shall be made for any fractional interests in Kaiser Common Shares or other Exchange Property as provided in Section 17.03. Immediately prior to the close of business on the Exchange Date, the rights of the Holder of such Debenture Exchangeable Security as a Debenture holder Holder shall cease and the Person or Persons in whose name or names any certificate or certificates for shares of Chevron Kaiser Common Stock Shares or other Exchange Property shall be deliverable upon such exchange shall, as between such Person or Persons and the Company, be entitled to receive (and shall be deemed to have become the Holder holder or Holders holders of record of) the Kaiser Common Shares or other Exchange Property represented thereby, or cash in lieu thereof if and to the extent a Cash Payment Election has been exercised. From and after such time, the interests of the shares Holder shall be limited to the right to receive such Kaiser Common Shares and other Exchange Property, or other property represented thereby. Upon any exchange cash in lieu thereof as aforesaid. (c) Delivery of a Debenture pursuant to this Article Two (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or certificates certificates, property or securities, if any, apportioned thereto, and of any a check for any cash apportioned thereto and for cash in lieu of fractional interests as aforesaid or (ii) a check for cash in lieu of Kaiser Common Shares or other Marketable Securities included in the Exchange Property as provided in Section 17.10, may be delayed delayed, with respect to any portion of the Exchange Property or cash equivalent thereof deliverable upon such exchange, for a reasonable period of time at the request of the Company (which request shall be made by an Officers' Certificate specifying the reasons for such delay) in order to (A) effectuate the calculations calculation of any adjustments with respect to such portion of the adjustments Exchange Property or cash equivalent thereof deliverable upon such exchange pursuant to this Article TwoSeventeen, to (B) obtain any certificate representing securities to be delivereddelivered (other than Kaiser Common Shares), to (C) complete any reapportionment of the shares of Chevron Kaiser Common Stock Shares or other Exchange Property apportioned thereto which is required by this Article Two Seventeen or to (D) comply with any applicable lawlaw (including, to the extent applicable, the Trust Indenture Act, or any registration under the Securities Act as contemplated by Section 17.15 hereof); provided, however, that the Company shall be required to deliver within the applicable time period specified in subparagraph (b) of this Section 17.02 or subparagraph (a) of Section 17.10, as the case may be, that portion of the Exchange Property or cash equivalent thereof deliverable upon such exchange for which such delay is not necessary. IfNo delay pursuant to this subparagraph shall affect the requirement that any election by the Company to exercise the Cash Payment Election must be made within two Business Days after the Exchange Date. If the Exchange Property includes securities and if, between the date an exchange under this Section 202 17.02 is deemed effected and the date of delivery of the applicable security or such securities, such security or securities shall cease to have any or certain rights, or a record date or effective date of a transaction to which Section 20417.04, 205 17.05 or 211 hereof 17.08 applies shall occur, the Person entitled to receive such security or securities shall be entitled only to receive such security or securities as so modified and any dividends or proceeds received thereon on or after the date such exchange is deemed effected effected, and none of the Company, the Trustee and the Exchange Collateral Agent shall be otherwise liable with respect to the modification of such security or securities, securities from the date such exchange is deemed effected and the date of such delivery. . (d) Except as otherwise expressly provided in this Article TwoSeventeen, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Debentures Exchangeable Securities surrendered for exchange or on account of any dividends on the Chevron Kaiser Common Stock Shares or other Exchange Property delivered upon such exchange; provided, however however, that interest accrued on any Debentures Exchangeable Securities surrendered for exchange on or after any Regular Record Date record date for payment of interest and before any Interest Payment Date interest payment date relating thereto shall be paid to, as applicable, the Holder of record as of such record date. . (e) In the case of any Debenture Exchangeable Security which is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the CompanyCompany except for transfer taxes in the case that the new Exchangeable Security is to be registered in a name different than that in which the old Exchangeable Security was issued, a Debenture new Exchangeable Security or Debentures Exchangeable Securities of authorized denominations in principal amount equal to the unexchanged portion of such DebentureExchangeable Security. (f) Anything in this Article Seventeen to the contrary notwithstanding, if there has occurred and is continuing an Event of Default with respect to the Exchangeable Securities of any series and the maturity of the Exchangeable Securities of such series has been accelerated pursuant to Section 5.02, the Trustee shall promptly give notice thereof to all Holders of Exchangeable

Method of Exchange. (a) In order to exercise the right of exchange, the Holder of any Debenture to be exchanged shall surrender such Debenture to the Exchange Agent (as defined in Section 219 hereof) for exchange by delivering such Debenture to, or mailing such Debenture by registered mail, postage prepaid, addressed to the Exchange Escrow Agent at the office or agency of the CompanyEscrow Agent, maintained for that purpose pursuant to Section 1002 of the Indenture507 hereof, accompanied in each case by written notice to the Company and the Exchange Escrow Agent that the Holder elects to exchange such Debenture, Debenture or, if less than the entire principal amount at Stated Maturity of such the Debenture is to be exchanged, the portion thereof to be exchanged. The notices in the above paragraph Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of Chevron Common Stock or, to the extent applicable, other Exchange Property which shall be Securities issuable on such exchange shall be issued. Such notice shall be irrevocable. Debentures surrendered for exchange shall be accompanied (if so required by the Company or the Exchange Escrow Agent) by proper assignments thereof to the CompanyCompany or in blank for transfer. If Any Debentures so surrendered shall be delivered to the Company does not elect to deliver cash in lieu of Chevron Common Stock or other Trustee for cancellation. No later than the sixteenth Business Day following the Exchange Property pursuant Date (as hereinafter defined), subject, however, to Section 216 502(c) hereof, as promptly as practicable after the proper surrender of such Debenture for exchange as aforesaid (subject however to the following paragraph of this Section 202 and Section 216 hereof) and in accordance with the procedures set forth in the Exchange Agreement (as defined in Section 219 hereof), the Company shall deliver or shall cause the Exchange Escrow Agent to deliver at said office or agency to such Holder, or on his written order order, a certificate or certificates for the number of whole full shares or other units of Chevron Common Stock and/or any Exchange Securities or other Exchange Property (to the extent that such other Exchange Property can be partitioned) deliverable upon the exchange of any such Debenture (or specified portion thereof). In addition) and a check for any cash or proceeds of the sale of other Exchange Property (to the extent that such other Exchange Property cannot be partitioned) apportioned to such shares or units (and any fractional interest) as provided in this Article Five, and provision shall be made for any fraction of a share or unit as provided in Section 203 hereof 503 hereof. In lieu thereof, within five Business Days after the Exchange Date, the Company may send or cause to be sent to such Holder, or on his written order, a written notice in the manner provided in Section 106 of the Indenture that the Company has elected to pay such Holder an amount in cash equal to the cash Exchange Price of the Exchange Property deliverable upon the exchange (such notice referred to herein as the "Company Exchange Notice"). If the Company elects to pay a Holder cash, the Company shall cause the Escrow Agent to pay the aggregate Cash Exchange Price due and any payment of interest as provided by owing no later than the sixteenth Business Day following paragraph. Such the Exchange Date. (b) The exchange referred to in Section 502(a) above shall be deemed to have been effected immediately prior to on the close of business on the date on which such notice by such Holder shall have been received by the Escrow Agent and such Debenture shall have been properly surrendered for exchange as aforesaid, which shall be aforesaid (such date hereinafter referred to as the date on which such Debenture and notice and any such required payment and assignment shall be received by the "Exchange AgentDate"), and at such time the rights of the Holder of such Debenture as a Debenture holder Holder shall cease and the Person person or Persons persons in whose name or names any certificate or certificates for shares of Chevron Common Stock or other Exchange Property Securities shall be deliverable upon such exchange shall, as between such Person person or Persons persons and the Escrow Agent and the Company, be deemed to have become the Holder holder or Holders holders of record of the shares or other property Exchange Securities represented thereby. Upon In the event that the Company shall default on its obligation to deliver to the Holder of any Debenture surrendered for exchange of a the Exchange Securities and other Exchange Property apportioned to such Debenture pursuant to this Article Two the terms hereof and of such Debenture, then such Debenture shall be restored to the status of an Outstanding Debenture and shall bear interest (and accrue Original Issue Discount, as applicable) in accordance with its terms from the Exchange Date. (c) Delivery of (i) if the Debenture to be exchanged has been called for redemption by the Company, the Holder shall receive accrued interest thereon through the date an exchange under this Section 202 is deemed effective and (ii) if the Debenture to be exchanged has not been called for redemption by the Company, the Holder shall not receive any payment of accrued and unpaid interest. Delivery of such certificate or proceeds of the sale of certificates and of any such check for any cash or the proceeds of the sale of other Exchange Property and for cash in lieu of fractional shares as aforesaid, or (ii) the Cash Exchange Price, may be delayed for a reasonable period of time at the request of the Company in order to effectuate the calculations calculation of the adjustments of the Exchange Rate pursuant to this Article TwoFive, or to obtain any certificate representing securities Exchange Securities to be delivered, delivered but only if and to complete the extent that such delay shall be reasonably necessary after the Company and the Escrow Agent have exhausted any reapportionment of practicable means to effect the shares of Chevron Common Stock or other Exchange Property apportioned thereto which is required by this Article Two or to comply with any applicable lawdelivery in time. If, between the any date on which an exchange under this Section 202 502 is deemed effected and the date of delivery of the an applicable security or securitiesExchange Security, such security or securities Exchange Security shall cease to have any or certain rights, rights or a record date or effective date of a transaction to which Section 204, 205 or 211 504 hereof applies shall occur, the Person person or entity entitled to receive such security or securities Exchange Security shall be entitled only to receive such security or securities Exchange Security as so modified and any dividends or proceeds received thereon on or after the date such an exchange is deemed effected effected, and none of the Company, the Trustee and the Exchange Escrow Agent shall not be otherwise liable with respect to the modification of such security or securitiesmodification, from the date such an exchange is deemed effected and to the date of such delivery. , of such Exchange Security. (d) Except as otherwise expressly provided in this Article TwoSecond Supplemental Indenture or the Debentures, no payment or adjustment shall be made upon any exchange on account of any dividends or interest accrued on the Debentures surrendered for exchange or on account of any dividends on the Chevron Common Stock or other Exchange Property Securities delivered upon such exchange; provided. Upon exchange, however that interest accrued on any the Exchanged Property or Cash Exchange Price received by the Holder will represent at least two components of the Debentures surrendered for exchange on (i) a portion of the Exchange Property or after any Regular Record Date Cash Exchange Price will be exchanged as payment of the accrued Original Issue Discount with respect to the Debentures and before any Interest Payment Date relating thereto (ii) all or part of the remainder of the Exchange Property or Cash Exchange Price will be exchanged as repayment of the Issue Price of the Debentures. The accrued Original Issue Discount shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid to, as applicable, in full to the Holder thereof through delivery of record as of such record date. Exchange Property or Cash Exchange Price for the Debenture being exchanged. (e) In the case of any Debenture which that is exchanged in part only, upon such exchange the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Debenture or Debentures of authorized denominations in principal amount at Stated Maturity equal to the unexchanged portion of such Debenture.