Common use of Registration and Transfer Clause in Contracts

Registration and Transfer. (a) The Registrar shall cause to be kept a Note Register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of Notes as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Note. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect to the ownership interest in the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4.

Registration and Transfer. (a) The Registrar shall cause to be kept a Note Register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of Notes (including transfers of RCR Notes but excluding exchanges of Exchangeable Notes for RCR Notes and vice versa, which will be administered by the Exchange Administrator hereunder) as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Note. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect to the ownership interest in the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4.

Registration and Transfer. (a) The Registrar shall cause to be kept a Note Register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of Notes (including transfers of RCR Notes but excluding exchanges of Exchangeable Notes for RCR Notes and vice versa, and excluding exchanges of RCR Notes for other RCR Notes and vice versa, which in each case will be administered by the Exchange Administrator hereunder) as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Note. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect to the ownership interest in the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4.

Registration and Transfer. (a) The Registrar shall cause to be kept a Note Register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of Notes (including transfers of RCR Notes but excluding exchanges of Exchangeable Notes for RCR Notes and vice versa, and excluding exchanges of RCR Notes for other RCR Notes and vice versa, which in each case will be administered by the Exchange Administrator hereunder) as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Note. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided , that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect to the ownership interest in the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4.

Registration and Transfer. (a) The Registrar UTIX shall cause to be kept a Note Register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide maintain books for the registration and transfer of the Notes and the registration of transfers and exchanges of Notes as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a NoteNotes. (b) Each Note Prior to due presentment for registration of transfer of this Note, UTIX may deem and treat the registered Holder as the absolute owner thereof. UTIX shall be issued in minimum denominations entitled to treat the registered holder of not less than the Minimum Denomination, so that any Note on the Closing Date note register as the sum owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Note on the part of any other person, and shall not be liable for any registration or transfer of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant which are registered or to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. (c) This Note has not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Book-Entry Notes may be deposited with such Holders are entitled to the benefits of the Purchase Agreement, which provides, among other depository as things, for certain registration rights and certain restrictions on the Issuer may from time to time designatedisposition of the Notes, and each Holder, by acceptance of a Note, accepts the restrictions and other provisions of the Purchase Agreement. Without limiting the foregoing, no Holder may make any disposition of this Note unless: (i) each transferee is an accredited investor, as such term is defined in Regulation D promulgated under the Securities Act, and has delivered certification thereof to UTIX, reasonably satisfactory to UTIX; and (ii) (A) each transferee has agreed in writing to be bound by the terms of this Note and the Purchase Agreement, (B) the Holder shall bear have notified UTIX of the proposed disposition and shall have furnished UTIX with a detailed statement of the circumstances surrounding the proposed disposition, and (C) the Holder shall have furnished UTIX with an opinion of counsel (with the costs of obtaining such legend as may be appropriate; provided opinion borne by UTIX), which counsel and opinion are reasonably satisfactory to UTIX, that this Note has been registered under the Securities Act or that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Coderegistration is not required. (d) With respect to Notes registered in the Each Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility be stamped or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as otherwise imprinted with a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect legend substantially similar to the ownership interest following (in the Notes, (ii) the delivery addition to any direct or indirect participant or any legend required under other Personapplicable securities laws): THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, other than a registered HolderAS AMENDED (THE "SECURITIES ACT"), of a NoteAND, (iii) the payment to any direct or indirect participant or any other PersonACCORDINGLY, other than a registered Holder of a Note as shown in the Note RegisterMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTCOR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such NoteNOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES. (e) UTIX shall register upon its books any permitted transfer of this Note, upon surrender of same to UTIX with a written instrument of transfer, in the form attached as Exhibit A, duly executed by the registered Holder or by a duly authorized attorney thereof and (unless being transferred to UTIX) by the transferee or by a duly authorized attorney thereof, together with such other documents as may be required for such transfer as provided above. Upon delivery by DTC any such registration of transfer, new Note(s) shall be issued to the Global Agent transferee(s) and the surrendered Note shall be canceled by UTIX. This Note may also be exchanged, at the option of written notice to the effect that DTC has determined to substitute a Holder, for new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners representing in the aggregate the principal amount of this Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTCthen outstanding. (f) In Upon receipt by UTIX of reasonable evidence of the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes ownership of and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereofloss, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that timetheft, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuerdestruction, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision mutilation of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectivelyNote and, in the manner provided in the Letter case of Representations and the Debt Agreement. (h) Subject loss, theft, or destruction, of indemnity reasonably satisfactory to the preceding paragraphsUTIX, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliveror, in the name case of the designated transferee or transfereesmutilation, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or of the mutilated Note, UTIX shall execute and deliver in lieu of and substitution for thereof a new Note representing the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft principal amount of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4then outstanding.

Registration and Transfer. (a) The Registrar Fiscal Agent shall cause maintain, as agent of Issuer for the purpose, at its office in [name of location], a register (i) registering and maintaining a record of the aggregate holdings of all DTC Global Securities and the International Global Security, (ii) registering transfers between holders of the Global Securities, (iii) registering and maintaining a record of the aggregate holdings of all definitive registered Securities, (iv) registering transfers between holders of the definitive registered Securities and (v) registering and maintaining a record of any further issues of Securities pursuant to Section 9 of this Agreement and any subsequent transfers thereof. In addition, the Fiscal Agent will (i) maintain and promptly update the respective Schedules to the DTC Global Securities and the International Global Security, and (ii) ensure that the sum of the respective aggregate principal amounts shown by the latest entry in the respective Schedules to the DTC Global Securities and the International Global Security does not exceed [currency; amount], plus the aggregate principal amount of any additional Securities issued by Issuer in accordance with Section 9 of this Agreement, at any one time. Upon presentation for the purpose at the said office of the Fiscal Agent of any Security duly endorsed by, or accompanied by delivery of a written instrument of transfer in form approved by the Fiscal Agent duly executed by, the registered holder of the Security, or the registered holder’s attorney thereunto duly authorized in writing, such Security shall be kept transferred upon such register and a Note Register (new Security, bearing the "Note Register") guarantee of Japan in whichthe form herein provided for, shall be authenticated and delivered in the name of the transferee. Transfers and exchanges of Securities shall be subject to such reasonable regulations as it may prescribebe prescribed by Issuer. Upon presentation for transfer or exchange of any Security in definitive form at any office of any transfer agent accompanied by a written instrument of transfer in a form approved by the Fiscal Agent duly executed by the registered holder or such registered holder’s attorney duly authorized in writing, such Security and written instrument shall be forwarded to the Issuer office of the Fiscal Agent. In addition, any transfer agent shall provide to Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such transfer agent of Securities in the definitive form in exchange for the registration of the Notes and the registration of transfers and exchanges of Notes as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Noteother Securities. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depository maintains a When book-entry system that qualifies interests in Securities are to be treated as "registered form" under Section 163(f)(3) transferred from the account of a DTC participant holding a beneficial interest in a DTC Global Security to the account of a Euroclear or Clearstream, Luxembourg accountholder wishing to purchase a beneficial interest in an International Global Security, on the settlement date, the custodian of the Code. (d) With respect to Notes DTC Global Security, initially [NAME OF DTC CUSTODIAN], will instruct the Fiscal Agent to: • decrease the amount of Securities registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect to the ownership interest in the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions evidenced by the mailing DTC Global Securities; and • increase the amount of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be Securities registered in the name of the nominee of the common depositary for Euroclear and deposited with a successor depository operating a global Clearstream, Luxembourg, and evidenced by the International Global Security. Book-entry interests will be delivered free of payment to Euroclear or Clearstream, Luxembourg as the case may be, for credit to the relevant accountholder on the first business day following the settlement date. (c) When book-entry systeminterests in the Securities are to be transferred from the account of a Euroclear or Clearstream, as may be acceptable Luxembourg accountholder to the Issueraccount of a DTC participant wishing to purchase a beneficial interest in a DTC Global Security, or on the settlement date, the common depositary for Euroclear and Clearstream, Luxembourg, initially [NAME OF COMMON DEPOSITORY], will: • transmit appropriate instructions to the custodian of the DTC Global Security, initially [NAME OF DTC CUSTODIAN], who will in turn deliver such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender interests free of payment to the Registrar relevant account of the DTC Notes by DTC, accompanied by participants; and • instruct the registration instructions from DTC for registration, Fiscal Agent to: • decrease the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery amount of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are Securities registered in the name of Cede & Co., as the nominee of DTCthe common depositary for Euroclear and Clearstream, all distributions Luxembourg, and evidenced by the International Global Security; and • increase the amount of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, Securities registered in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, nominee of the same class DTC and percentage interest and dated the date of authentication evidenced by the DTC Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon requestSecurities. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4.

Registration and Transfer. (a) The Registrar Authority shall cause books for the registration and for the transfer of Bonds as provided in this Trust Agreement to be kept a Note Register (by the "Note Register") in which, subject to such reasonable regulations Trustee as it Bond Registrar. Any Bond may prescribe, be transferred only upon the Issuer shall provide books kept for the registration and transfer of Bonds, upon surrender thereof to the Notes and Bond Registrar together with an assignment, duly executed by the registration of transfers and exchanges of Notes registered owner or his attorney in such form as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Note. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect satisfactory to the ownership interest in Bond Registrar. Upon the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, transfer of any amount with respect to any distribution of principal or interest on such registered Bond the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register Authority shall thereupon execute in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes transferee and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent Trustee shall authenticate and deliver a new Note, having a number not contemporaneously outstandingregistered Bond or Bonds, of like tenor and equal principal amount, registered in the same manner, and dated maturity and bearing interest from at the date to which interest has been paid on such mutilatedsame rate, defaced, destroyed, lost of any denomination or stolen Notedenominations authorized by this Trust Agreement, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish an aggregate principal amount equal to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft principal amount of such Note and of registered Bond, or the ownership unredeemed portion thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except maturity and bearing interest at the same rate. In all cases in which Xxxxx shall be transferred hereunder, the case of a mutilated or defaced Note) upon compliance by Authority shall execute and the Holder Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Section 4Trust Agreement. All Bonds surrendered in any such exchange or transfer shall forthwith be cancelled by the Trustee. Except as otherwise provided in this Trust Agreement, the Authority or the Trustee may make a charge for every such exchange or transfer of Bonds sufficient to reimburse them for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and in addition the Authority or the Trustee may charge a sum sufficient to reimburse them for any expenses incurred in connection with the issuance of each new Bond delivered upon such exchange or transfer, and such charge or charges shall be paid before any such new Bond shall be delivered. Neither the Authority nor the Trustee shall be required to make any such exchange or transfer of Bonds during the ten (10) days next preceding an interest payment date on the Bonds or, in the case of any proposed redemption of Bonds, after such Bond or any portion thereof has been selected for redemption.

Registration and Transfer. (a) The Registrar shall cause to be kept a Note Register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of Notes (including transfers of RCR Notes but excluding exchanges of Exchangeable Notes for RCR Notes and vice versa, and excluding exchanges of RCR Notes for other RCR Notes and vice versa, which in each case will be administered by the Exchange Administrator hereunder) as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Note. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided provided, that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect to the ownership interest in the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4.

Registration and Transfer. (a) The Trustee is hereby appointed as the Registrar for the Bonds. So long as any Bonds remain Outstanding, the Registrar shall cause to be kept keep at its designated corporate trust office a Note Register (the "Note Register") register in which, subject to such reasonable regulations as it may prescribe, the Issuer Registrar shall provide for the registration and transfer of Bonds in accordance with the Notes terms of this Indenture. At reasonable times and under reasonable regulations established by the registration of transfers Registrar and exchanges of Notes as herein provided. The Global Agent shall subject to applicable law providing to the contrary, such list may be inspected and copied by the "Registrar" for Issuer, the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain Owners or the name, address and remittance instructions for each Holder of Borrower (or a Notedesignated representative thereof). (b) Each Note Subject to any applicable transfer restrictions set forth in Section 2.10, each Bond shall be issued transferable only by presenting it at the designated corporate trust office of the Registrar for transfer purposes duly endorsed for transfer and accompanied by an assignment duly executed by the registered Owner or his duly authorized representative in minimum denominations the form included in the form of not less than Bond. (c) All Bonds shall be exchangeable upon the Minimum presentation and surrender thereof at the designated corporate trust office of the Registrar for transfer purposes for a Bond or Bonds of the same maturity and interest rate and in any Authorized Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal to the applicable Initial Note Principal Balance. (c) The DTC Notes unpaid principal amount of the Bond presented for exchange. All Bonds delivered in exchange for other Bonds shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, dated so that neither gain nor loss in interest shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with result from such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect to the ownership interest in the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agentexchange. The Registrar shall maintain a record of any such transfer be and deliver it is hereby authorized to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered exchange Bonds in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder accordance with the provisions of this Section 42.06. Each exchange Bond delivered in accordance with this Section 2.06 shall constitute a contractual obligation of the Issuer and shall be entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (d) The Owner shall bear costs of any tax or other governmental charge imposed in connection with transfer or exchange of its Bonds. The Issuer or the Trustee may impose a charge against an Owner for the reimbursement of any governmental charge required to be paid in the event that the Owner fails to provide a correct taxpayer identification number to the Trustee. The Trustee may deduct this amount from amounts otherwise payable to such Owner hereunder or under the Bonds. (e) The Registrar shall not be required to transfer any Bond on any date which is during the period from a Record Date to the next ensuing Bond Payment Date, or during any period beginning 10 days prior to the selection by the Trustee of Bonds to be redeemed prior to maturity and ending on the date of such redemption.

Registration and Transfer. (a) The Registrar shall Corporation will at all times cause to be kept a Note Register (by and at the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration office of the Notes Trustee in the cities of Vancouver, British Columbia and Toronto, Ontario, and at such other place or places, if any, as may be designated by the Corporation with the approval of the Trustee, registers in which names and addresses of Warrantholders and particulars of the Special Warrants held by them will be entered, such registration of transfers and exchanges of Notes as herein provided. The Global Agent shall to be noted on the "Registrar" for Special Warrants by the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a NoteTrustee or other registrar. (b) Each Note shall No transfer of a Special Warrant will be issued valid unless made on one of the registers to be kept by and at the office of the Trustee in minimum denominations the cities of not less than Vancouver, British Columbia and Toronto, Ontario, or at such other place or places, if any, as may be designated by the Minimum DenominationCorporation with the approval of the Trustee, so that on surrender to the Trustee of the Warrant Certificate duly endorsed by, or accompanied by, a written instrument of transfer in form satisfactory to the Trustee executed by the registered holder or his executors, administrators, or other legal representative or his or their attorney duly appointed by instrument in writing in form and execution satisfactory to the Trustee or other registrar upon compliance with such reasonable requirements as the Trustee may prescribe, nor unless such transfer will have been noted on the Closing Date Special Warrant register by the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one Trustee or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balanceother registrar. (c) The DTC Notes shall Special Warrants may not be delivered offered, sold or transferred in the United States or to or from the account or benefit of a person in the United States unless an exemption from registration under the U.S. Securities Act and applicable state securities laws is available and the Warrantholder has presented to the Corporation evidence of the availability of the exemption satisfactory to the Corporation. (d) The registers referred to in subsection 2.11(a) hereof will, during business hours, be open to the inspection of the Corporation and any person designated by it in writing and any Warrantholder free of charge. In addition, every registrar will from time to time when requested to do so by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered Corporation or by the Issuer Trustee furnish the Corporation or the Trustee with a list of the names and addresses of the Warrantholders whose Special Warrants are listed on behalf the register kept by such registrar and showing the number of DTC to and deposited with the DTC Custodian, and in each case shall be Special Warrants registered in the name of Cede & Co. The Book-Entry Notes may be deposited with each such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Codeholder. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect to the ownership interest in the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4.

Registration and Transfer. (a) The Registrar Authority shall cause books for the registration and for the transfer of Bonds as provided in this Trust Agreement to be kept a Note Register (by the "Note Register") in which, subject to such reasonable regulations Trustee as it Bond Registrar. Any Bond may prescribe, be transferred only upon the Issuer shall provide books kept for the registration and transfer of Bonds, upon surrender thereof to the Notes and Bond Registrar together with an assignment, duly executed by the registration of transfers and exchanges of Notes registered owner or his attorney in such form as herein provided. The Global Agent shall be the "Registrar" for the purpose of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Note. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that on the Closing Date the sum of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depository maintains a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depository. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any direct or indirect participant with respect satisfactory to the ownership interest in Bond Registrar. Upon the Notes, (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, transfer of any amount with respect to any distribution of principal or interest on such registered Bond the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register Authority shall thereupon execute in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes transferee and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent Trustee shall authenticate and deliver a new Note, having a number not contemporaneously outstandingregistered Bond or Bonds, of like tenor and equal principal amount, registered in the same manner, and dated maturity and bearing interest from at the date to which interest has been paid on such mutilatedsame rate, defaced, destroyed, lost of any denomination or stolen Notedenominations authorized by this Trust Agreement, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish an aggregate principal amount equal to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft principal amount of such Note and of registered Bond, or the ownership unredeemed portion thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except maturity and bearing interest at the same rate.‌ In all cases in which Xxxxx shall be transferred hereunder, the case of a mutilated or defaced Note) upon compliance by Authority shall execute and the Holder Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Section 4Trust Agreement. All Bonds surrendered in any such exchange or transfer shall forthwith be cancelled by the Trustee. Except as otherwise provided in this Trust Agreement, the Authority or the Trustee may make a charge for every such exchange or transfer of Bonds sufficient to reimburse them for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, and in addition the Authority or the Trustee may charge a sum sufficient to reimburse them for any expenses incurred in connection with the issuance of each new Bond delivered upon such exchange or transfer, and such charge or charges shall be paid before any such new Bond shall be delivered. Neither the Authority nor the Trustee shall be required to make any such exchange or transfer of Bonds during the ten (10) days next preceding an interest payment date on the Bonds or, in the case of any proposed redemption of Bonds, after such Bond or any portion thereof has been selected for redemption.

Registration and Transfer. (a) The Registrar 3.1 GP shall cause to be kept maintain a Note Register register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration and transfer of the Notes GP Warrants and the registration and transfer of transfers GP Warrant Shares. 3.2 Prior to due presentment for registration of transfer of this GP Warrant Certificate, or the GP Warrant Shares issued upon exercise of the GP Warrants evidenced hereby, GP may deem and exchanges of Notes treat the registered Holder thereof on the Register as herein providedthe absolute owner thereof. The Global Agent GP shall be entitled to treat the "Registrar" for the purpose registered holder of registration and transfers of Notes as herein provided. The Note Register shall contain the name, address and remittance instructions for each Holder of a Note. (b) Each Note shall be issued in minimum denominations of not less than the Minimum Denomination, so that any GP Warrant on the Closing Date Register as the sum owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such GP Warrant on the part of the denominations of all outstanding Notes shall equal the applicable Initial Note Principal Balance. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more DTC Notes in an aggregate principal amount that shall equal the applicable Initial Note Principal Balance. (c) The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC's instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodianany other person, and in each case shall not be liable for any registration or transfer of GP Warrants which are registered or to be registered in the name of Cede & Co. a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. 3.3 Neither the GP Warrants evidenced hereby nor the GP Warrant Shares issuable upon exercise hereof have been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Book-Entry Notes may be deposited with such Holders are entitled to the benefits of the Registration Rights Agreement, dated _____________, 2003 (the "Registration Rights Agreement"), made by GP in favor of the Holders. The Registration Rights Agreement provides, among other depository as things, for certain restrictions on the Issuer may from time to time designatedisposition of the GP Warrants and the GP Warrant Shares, and shall bear such legend as may be appropriate; provided that such successor depository maintains each Holder, by acceptance of a book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) GP Warrant Certificate, accepts the restrictions and other provisions of the Code. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to direct or indirect participants or Beneficial Owners for which DTC holds Notes from time to time as a depositoryRegistration Rights Agreement. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to foregoing: (a) No Holder may make any disposition of GP Warrants unless such disposition is (i) to an investment company registered under the accuracy Investment Company Act of 1940, as amended, which is advised by Gabelli Funds, LLC, (ii) of all of the records GP Warrants held by such Holder, (iii) to one or more transferees each of DTCwhom, Cede & Co.after giving effect to such disposition, will hold at least 50,000 GP Warrants, or (iv) required to enable such Holder to comply with any direct legal or indirect participant regulatory restrictions. (b) In addition, no Holder shall make any disposition of any GP Warrants or GP Warrant Shares unless: (i) (A) each transferee is an accredited investor, as such term is defined in Regulation D promulgated under the Securities Act, and has indicated in the Form of Assignment attached hereto as Exhibit B (the "Form of Assignment") the basis on which such transferee is an accredited investor, (B) each transferee has agreed in writing to be bound by the terms of this GP Warrant Certificate, the Registration Rights Agreement, and the Purchase Agreement, including, without limitation, the provisions thereof with respect to the ownership interest Agent and the obligations as a Security Holder (as defined in the NotesPurchase Agreement) under the Purchase Agreement, (C) such Holder shall have notified GP of the proposed disposition, and (D) such Holder shall have furnished GP with an opinion of counsel (which opinion may be delivered by in-house counsel of Holder) in the form set forth as Exhibit C, or otherwise reasonably satisfactory to GP, that such disposition will not require registration of the securities to be disposed of under the Securities Act, provided that no such opinion shall be required if such transfer is pursuant to (I) Rule 144(k) promulgated under the Securities Act or (II) Rule 144A promulgated under the Securities Act; or (ii) the delivery to any direct or indirect participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any direct or indirect participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered owners in the Note Register on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of DTC. (f) In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the DTC Notes and the Issuer is unable to locate a qualified successor in accordance with Section 5(a) hereof, the DTC Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the DTC Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the DTC Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer's expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC's delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any DTC Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such DTC Notes and all notices with respect to such DTC Notes shall be made and given, respectively, in the manner provided in the Letter of Representations and the Debt Agreement. (h) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Except as otherwise provided herein, the Issuer and the Global Agent may deem and treat as the absolute owner of such Note the registered holder of such Note that appears in the Note Register, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, the Issuer will execute and, upon the Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to the Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any Authorized Officer of the Issuer. Upon the issuance of any substituted Note, the Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall be mutilated, defaced, destroyed, lost or stolen, the Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated disposition of GP Warrant Shares, such disposition is pursuant to and in compliance with Rule 144 promulgated under the Securities Act, provided that GP may require that such Holder shall have furnished GP with an opinion of counsel (which opinion may be delivered by in-house counsel of Holder) in the form set forth as Exhibit C, or defaced Noteotherwise reasonably satisfactory to GP, that such disposition is in accordance with such Rule, provided that no such opinion shall be required if such transfer is pursuant to Rule 144(k) upon compliance promulgated under the Securities Act; or (iii) in the case of a disposition of GP Warrant Shares, there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement. The execution and delivery of the Form of Assignment by the transferor and transferee indicating the satisfaction of the requirements of Sections 3.3(a), (b)(i)(A), (b)(i)(B), (b)(i)(C), and, if applicable, (b)(i)(D)(I) or (b)(i)(D)(II) shall be sufficient to satisfy such requirements with respect to the transfer of GP Warrants (except (other than with respect to Section 3(b)(i)(D)(II)) to the extent GP has notified the Holder promptly after receipt of such Form of Assignment that to GP's knowledge such requirements are not met, specifying in such notice the reason GP believes such requirements are not met). 3.4 Each GP Warrant Certificate, and each certificate representing GP Warrant Shares, shall be stamped or otherwise imprinted with a legend substantially similar to the provisions following (in addition to any legend required under other applicable securities laws): THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND, AMONG OTHER RESTRICTIONS, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SUCH ACT 3.5 GP shall register in the Register any permitted transfer of this a GP Warrant Certificate, upon surrender of same to GP with a written instrument of transfer, in the form attached as Exhibit B, duly executed by the registered Holder or by a duly authorized attorney thereof and (unless being transferred to GP) by the transferee or by a duly authorized attorney thereof together with such other documents as may be required for such transfer as provided above. Upon any such registration of transfer, new GP Warrant Certificate(s) shall be issued to the transferee(s) and the surrendered GP Warrant Certificate shall be canceled by GP. A GP Warrant Certificate may also be exchanged, at the option of the Holder, for new GP Warrant Certificates representing in the aggregate the number of GP Warrants evidenced by the GP Warrant Certificate surrendered. 3.6 Upon receipt by GP of reasonable evidence of the ownership of and the loss, theft, destruction, or mutilation of any GP Warrant Certificate and, in the case of loss, theft, or destruction, of indemnity reasonably satisfactory to GP, or, in the case of mutilation, upon surrender and cancellation of the mutilated GP Warrant Certificate, GP shall execute and deliver in lieu thereof a new GP Warrant Certificate representing an equal number of GP Warrants. 3.7 Upon any transfer of GP Warrants or GP Warrant Shares pursuant to Section 43.3(b)(i), the transferee shall be entitled to all of the benefits enjoyed by the transferor under the Purchase Agreement and the Registration Rights Agreement, and the transferor shall be relieved of any obligations under the Purchase Agreement arising after the date of such transfer.