Common use of Registration of Transfer and Exchange Clause in Contracts

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount and tenor. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 1003 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 206 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall (i) Paying Agent will have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepositary.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 1003 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 206 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall (i) Paying Agent will have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepositary.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall (i) Paying Agent will have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepositary.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company Issuer designated pursuant to Section 3.02 for such purpose1002, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer or the TrusteeNote Registrar) be duly endorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Company Issuer and the Note Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. The transferor of any Note shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Neither the Note Registrar nor the Issuer will be required to register the transfer or exchange of any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 Sections 202, 304, 906, 1013 or 1108 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed “shall initially be "Note Registrar” (the “Note Registrar”) " for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than Indenture Trustee is appointed by Issuer as Note Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at an the office or agency of Issuer to be maintained as provided in Section 3.2, if the Company designated pursuant to requirements of Section 3.02 for such purpose, 8-401(1) of the Company UCC are met Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8-401(1) of the UCC are met Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executedexecuted by, by the Holder thereof or his such Holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or 9.6 not involving any transfer. If the Company elects to redeem a series The preceding provisions of Notesthis section notwithstanding, it Issuer shall not be required to (i) issue, make and Note Registrar need not register the transfer of transfers or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series exchanges of Notes and ending at the close of business on the day such notice of selected for redemption is mailed or (ii) register the transfer or exchange of any Note for a period of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, 15 days preceding the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor due date for any of its agents shall (i) have any duty to monitor compliance with or payment with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount and tenor. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by the Depositary. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Senior Note of any Series at an any office or agency of the Company designated pursuant to Section 3.02 for such purposeSeries, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Senior Notes of the same Series denominated as authorized in or under this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. Except as otherwise provided in or under this Indenture, at the option of the Holder, Senior Notes of any Series may be exchanged for other Senior Notes of the same Series containing identical terms and provisions, in any authorized denominations denominations, and of a like aggregate Principal Amount and tenor. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Senior Notes to be exchanged at such any office or agencyagency for such Series. Whenever any Senior Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, the Senior Notes which that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or under this Indenture, the global Senior Notes of any Series will be exchangeable for definitive certificated Senior Notes of such Series only if (i) the Depositary for such global Senior Notes notifies the Company that it is unwilling or unable to continue as a Depositary for such global Senior Notes or at any time the Depositary for such global Senior Notes ceases to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Senior Notes will have been appointed within 90 days of such notification or of the Company becoming aware of the Depositary’s ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, determines that the Senior Notes of such Series will no longer be represented by one or more global Senior Notes and executes and delivers to the Trustee a Company Order to the effect that such global Senior Notes will be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to such Senior Notes. If the beneficial owners of interests in a global Senior Note are entitled to exchange such interests for definitive Senior Notes as the result of an event described in clause (i), (ii) or (iii) of the preceding paragraph, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so exchanged, the Company will deliver to the Trustee definitive Senior Notes in such form and denominations as are required by or under this Indenture, and of the same Series, containing identical terms and in aggregate principal amount equal to the principal amount of such global Senior Note, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Senior Note will be surrendered from time to time by the Depositary (or its custodian) as will be specified in the Company Order with respect thereto (which the Company agrees to deliver), and in accordance with instructions given to the Trustee and the Depositary (which instructions will be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as will be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Senior Notes as described above without charge. The Trustee will authenticate and make available for delivery, in exchange for each portion of such surrendered global Senior Note, a like aggregate principal amount of definitive Senior Notes of the same Series of authorized denominations and of like tenor as the portion of such global Senior Note to be exchanged, which will be in the form of registered Senior Notes, and which will be in such denominations and registered in such names, as will be specified by the Depositary; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Senior Notes of the same Series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Senior Note will be returned by the Trustee to such Depositary (or its custodian) or such other Depositary (or its custodian) referred to above in accordance with the instructions of the Company referred to above, and the Trustee will endorse such global Senior Note to reflect the decrease in the principal amount thereof resulting from such exchange. If a Senior Note is issued in exchange for any portion of a global Senior Note after the close of business at the office or agency for such Senior Note where such exchange occurs on or after (i) any Regular Record Date for such Senior Note and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Senior Note and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Senior Note, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Senior Note will be payable in accordance with the provisions of this Indenture. All Senior Notes issued upon any registration of transfer or exchange of Senior Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Senior Notes surrendered upon such registration of transfer or exchange. Every Senior Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Senior Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Senior Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Senior Notes, or any redemption or repayment of Senior Notes, or any conversion or exchange of Senior Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Senior Notes, other than exchanges pursuant to in accordance with Section 2.06 207, Section 805 or Section 1007, upon repayment or repurchase in part of any Senior Note in accordance with Article X, or upon surrender in part of any Senior Note for conversion or exchange into Common Stock or other securities or property in accordance with its terms, in each case not involving any transfer. If Except as otherwise provided in or under this Indenture, the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Senior Notes during the a period beginning at the opening of business 15 days before the day of the Company mails selection for redemption of Senior Notes of like tenor and terms and of the notice of redemption for such series of Notes same Series under Section 1003 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Senior Note, or portion thereof, so selected for redemption, except in the case of any Senior Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Senior Note (including any transfers between or among Depositary participants or beneficial owners of interests in any global Senior Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall (i) Paying Agent will have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepositary.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 1002 of the Base Indenture being herein sometimes collectively referred to as the “Note Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Security Registrar” (the “Note Security Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 1002 of the Base Indenture for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount principal amount and tenor. At the option of the Holder and subject to the other provisions of this Section 2.07 2.04 and Sections 2.10 Section 2.05 hereof and 2.11Section 309 of the Base Indenture, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount principal amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 304 of the Base Indenture not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company Issuer designated pursuant to Section 3.02 for such purpose1002, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agencyagency together with endorsement, instrument of exchange and such other required deliverables in form satisfactory to the Issuer, the Note Registrar and the Trustee. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and deliverdeliver in accordance with such Issuer Order, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer, the Note Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Company and Issuer, the Note Registrar and the Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 202, 304, 906, 1016, 1017 or 1108 not involving any transfer. If the Company elects to redeem a series of Notes, it The Trustee shall not be required to (i) issue, register the transfer of have no obligation or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any federal or state or other securities or tax laws or transfer of any interest in any Note (ii) have any duty to obtain documentation relating to including any transfers between or exchanges among Depository participants or beneficial owners of interests in any Notes in global form) other than to require delivery of such certificates and other documentation or evidence as specifically are expressly required hereunder. As used in by, and to do so if and when expressly required by the terms of, this SectionIndenture, and to examine the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame to determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed “shall initially be "Note Registrar” (the “Note Registrar”) " for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by a Responsible Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant Issuer to be maintained as provided in Section 3.02 for such purpose3.2, if the requirements of Section 8-401 of the UCC are met, the Company Issuer shall execute, execute and upon its written request the Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same Class and of a like aggregate Principal Amount and tenoroutstanding principal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11related Noteholder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same Class and of a like aggregate Principal Amount and tenoroutstanding principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8-401 of the UCC are met the Issuer shall executeexecute and, and upon Issuer Request, the Indenture Trustee shall authenticate and deliverthe related Noteholder shall obtain from the Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by by, a written instrument of transfer in form and substance satisfactory to the Company Issuer and the Note Registrar Indenture Trustee duly executed, executed by the Holder Noteholder thereof or his attorney its attorney-in-fact duly authorized in writing, with such signature guaranteed by an "eligible grantor institution" meeting the requirements of the Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act and (ii) accompanied by such other documents as the Indenture Trustee may require. No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or Section 9.6 not involving any transfer. If The preceding provisions of this Section notwithstanding, the Company elects to redeem a series of Notes, it Issuer shall not be required to (i) issue, make and the Note Registrar need not register the transfer transfers or exchanges of any Notes selected for redemption or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note for a period of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, 15 days preceding the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor due date for any of its agents shall (i) have any duty to monitor compliance with or payment with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any such Note.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company or Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee nor such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of its agents shall (i) transfers and exchanges need not be made. The Trustee and the Registrar will have any no obligation or duty to monitor monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any federal transfer of any interest in any Subordinated Note (including any transfers between or state among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other securities than to require delivery of such certificates and other documentation or tax laws evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee (or its agent) nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to the Subordinated Notes and the Depositary or its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the schedule therefor attached to such Subordinated Note. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company Issuers shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for the Registered Notes (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes hereinafter collectively referred to as the “Note Register”) "NOTE REGISTER"), in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall provide for the registration of the Registered Notes and the transfer of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Registered Notes as herein in this Article II provided. Upon surrender At all reasonable times the Note Register shall be open for inspection by the Trustee. Subject to Section 2.13, upon due presentment for registration of transfer of any Note Registered Notes at an any office or agency to be maintained by the Issuers in accordance with the provisions of the Company designated pursuant to Section 3.02 for such purpose5.2, the Company Issuers shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Registered Note or more new Notes of any authorized denominations and of for a like aggregate Principal Amount principal amount. Unless and tenor. At until otherwise determined by the option Issuers by resolution of the Holder their respective Boards of Directors and subject to , the register of the Issuers for the purpose of registration, exchange or registration of transfer of the Registered Notes shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated "REGISTRAR." Registered Notes (other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes than a Global Note) may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenorprincipal amount of Registered Notes of other authorized denominations. Subject to Section 2.13, upon surrender of the Registered Notes to be exchanged shall be surrendered at such the office or agency. Whenever any Notes are so surrendered for exchangeagency to be maintained by the Issuers as provided in Section 5.2, and the Company Issuers shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor the Registered Note or Notes which the Holder making the exchange is shall be entitled to receive. (b) All Registered Notes presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Issuers, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Issuers, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Notes issued in exchange for or upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon for such registration of transfer exchange or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writingtransfer. No service charge shall be made for any exchange or registration of transfer or exchange of NotesNotes (except as provided by Section 2.7), but the Company Issuers may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notesrelation thereto, other than exchanges pursuant those expressly provided in this Indenture to Section 2.06 not involving any transferbe made at the Issuers' own expense or without expense or without charge to the Holders. If the Company elects to redeem a series of Notes, it The Issuers shall not be required to (i) to issue, register the transfer of or exchange any Note Notes for a period of such series during the period beginning at the opening of business 15 days before the day the Company mails the next preceding any mailing of notice of redemption for such series of the Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) to register the transfer of or exchange any Notes selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, any Paying Agent or any Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such series after a notice Note for the purpose of redemption has been given to Holders exceptreceiving payment of principal of, where and premium, if any, and interest on, such notice provides that Note and for all other purposes whatsoever, whether or not such Note is to be redeemed only in partoverdue, and none of the Issuers, the Company Trustee, any Paying Agent or Registrar shall be required affected by notice to exchange or register a transfer the contrary. None of the portion thereof not to be redeemed. Neither Issuers, the Trustee nor Trustee, any agent of its agents shall (i) the Trustee, any Paying Agent or any Registrar will have any duty to monitor compliance with responsibility or with respect to liability for any federal aspect of the records relating to, or state payments made on account of, beneficial ownership interests of a Global Note or other securities for maintaining, supervising or tax laws or (ii) have reviewing any duty to obtain documentation records relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesuch beneficial ownership interests.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration 17 of Notes and of transfers of Notes. The Trustee is hereby appointed “"Note Registrar” (the “Note Registrar”) " for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 3.02 for such purposein a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of any authorized denominations and of a like tenor and aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations and of a like tenor and aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 304, 906 or 1106 not involving any transfer. If the Notes are to be redeemed, the Company elects to redeem a series of Notes, it shall not be required (A) to (i) issue, register the transfer of or exchange any Note of such series Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the mailing of a notice of redemption of any such Notes selected for such series of Notes redemption and ending at the close of business on the day of such notice of redemption is mailed mailing, or (iiB) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be being redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company Issuer designated pursuant to Section 3.02 for such purpose1002, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agencyagency together with endorsement, instrument of exchange and such other required deliverables in form satisfactory to the Issuer, the Note Registrar and the Trustee. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and deliverdeliver in accordance with such Issuer Order, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer, the Note Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Company and Issuer, the Note Registrar and the Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 Sections 202, 304, 905, 1012, 1013 or 1108 not involving any transfer. If the Company elects to redeem a series of Notes, it The Trustee shall not be required to (i) issue, register the transfer of have no obligation or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any federal or state or other securities or tax laws or transfer of any interest in any Note (ii) have any duty to obtain documentation relating to including any transfers between or exchanges among Depository participants or beneficial owners of interests in any Notes in global form) other than to require delivery of such certificates and other documentation or evidence as specifically are expressly required hereunder. As used in by, and to do so if and when expressly required by the terms of, this SectionIndenture, and to examine the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame to determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed shall initially be “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. (b) If a Person other than Indenture Trustee is appointed by Issuer as Note Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. (c) Upon surrender for registration of transfer of any Note at an the office or agency of Issuer to be maintained as provided in Section 3.2, if the Company designated pursuant to requirements of Section 3.02 for such purpose8-401(1) of the UCC are met, the Company Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same Class and of a like aggregate Principal Amount and tenor. principal amount. (d) At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same Class and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8-401(1) of the UCC are met Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executedexecuted by, by the Holder thereof or his such Holder’s attorney duly authorized in writing. , with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program (“Stamp”) or such other “signature guarantee program” as may be determined by Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee may require. (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or 9.6 not involving any transfer. If the Company elects to redeem a series . (h) The preceding provisions of Notesthis section notwithstanding, it Issuer shall not be required to make and Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) issueNo Note, register or any interest therein, may be transferred to an “employee benefit plan” within the transfer meaning of or exchange Section 3(3) of ERISA that is subject to ERISA, a “plan” described in Section 4975(e)(1) of the Code, any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption entity that is mailed or (ii) register the transfer or exchange deemed to hold “plan assets” of any Note of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such series after a notice entity, or any plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of redemption has been given to Holders exceptERISA or Section 4975 of the Code (“Similar Law”), where unless such notice provides transferee represents, warrants and covenants that its purchase and holding of such Note is and will be eligible for, and satisfies and will satisfy all the requirements of, Department of Labor prohibited transaction class exemption (“PTE”) 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption and will not cause a non-exempt violation of Similar Law. By its acquisition of a Note or any interest therein, each transferee will be deemed to be redeemed only in parthave represented, warranted and covenanted that it satisfies the Company shall be required to exchange or register a transfer of foregoing requirements and the portion thereof not to be redeemed. Neither Indenture Trustee may rely conclusively on the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame for purposes hereof.

Registration of Transfer and Exchange. (a) The Company General Partner shall cause to be kept at the Corporate Trust Office on behalf of the Trustee Partnership a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note "Unit Register”") in which, subject to such reasonable regulations as it may prescribeprescribe and subject to the provisions of Section 10.2(b) hereof, the Company shall General Partner will provide for the registration of Notes Units and the transfer of transfers of Notessuch Units. The Trustee Depositary is hereby appointed “Note Registrar” (the “Note Registrar”) Transfer Agent and registrar for the purpose of registering Notes Units and transfers of Notes such Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units which have been deposited pursuant to Section 10.1(a) hereof and not withdrawn or interests therein except by transfers of Depositary Units in the manner described in this Section 10.2 and in the Deposit Agreement. Upon surrender for registration of transfer of any Note at an office or agency Depositary Units evidenced by a Depositary Receipt and, subject to the provisions of Section 10.2(b) hereof, the General Partner on behalf of the Company designated pursuant to Section 3.02 for such purpose, the Company shall Partnership will execute, and the Trustee shall authenticate Transfer Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount and tenor. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, Depositary Receipts evidencing the same debt, and entitled to aggregate number of Depositary Units as was evidenced by the same benefits under this Indenture, as Depositary Receipt so surrendered. (b) The Partnership shall not recognize any transfer of Depositary Units until the Notes surrendered upon Depositary Receipts evidencing such registration of transfer or exchange. Every Note presented or Depositary Units are surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be and such Depositary Receipts are accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Transfer Application duly executed, executed by the Holder thereof transferee (or his attorney the transferee's attorney-in-fact duly authorized in writing). No service charge shall be made imposed by the Partnership for such transfer, provided that, as a condition to the issuance of any registration of transfer or exchange of Notesnew Depositary Receipt under this Section 10.2, but the Company General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notethereto.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount and tenor. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 calendar days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given mailed to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 10.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed “Note Registrar” as security registrar (the Trustee in such capacity, together with any successor of the Trustee in such capacity, the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Trustee is hereby initially appointed to act as the Paying Agent. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 3.02 for such purpose10.02, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount principal amount. The Trustee shall not be required to register transfers of Notes or to exchange Notes for a period of 15 days before selection of any Notes to be redeemed. The Trustee shall not be required to register transfers of any Notes called or being called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. The Trustee shall not be required to register the transfer of or to exchange a Note between a record date and tenorthe next succeeding Interest Payment Date. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver, the Notes which the Holder making the exchange is entitled to receivereceive and the Notes to be exchanged shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Trustee or the TrusteeNote Registrar) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Company and the Note Registrar Registrar, duly executed, executed by the Holder thereof or his such Xxxxxx’s attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange redemption of Notes, but the Company or Trustee may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 3.04 or Section 9.06, not involving any transfer. If Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company elects may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to redeem a series of Notesthe contrary. Neither the Trustee, it Note Registrar and Paying Agent shall not be required have any obligation or duty to (i) issuemonitor, register the determine or inquire as to compliance with any restrictions on transfer of or exchange imposed under the Indenture or under applicable law with respect to any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note interest in any note (including any transfers between or among participants or other beneficial owners of interests in any Global Note) other than to require delivery of such series after a notice of redemption has been given certificates and other documentation or evidence as are expressly required by, and to Holders except, where such notice provides that such Note is to be redeemed only in partdo so if and when expressly required by the terms of, the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Each Holder of a Note agrees to indemnify the Company shall be required to and the Trustee against any liability that may result from the transfer, exchange or register a transfer assignment of the portion thereof not to be redeemedsuch Holder’s Note by such Holder in violation of any provision of this Indenture and/or applicable United States federal or state securities laws. Neither the Trustee nor any Agent of its agents the Trustee shall (i) have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepository.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company Issuer designated pursuant to Section 3.02 for such purpose‎Section 10.02, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to Holder, the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agencyagency together with endorsement, instrument of exchange and such other required deliverables in form satisfactory to the Issuer, the Note Registrar and the Trustee. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and deliverdeliver in accordance with such Issuer Order, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer, the Note Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Company and Issuer, the Note Registrar and the Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 2.06 Sections ‎2.02 ‎3.04, ‎9.05, ‎10.12, ‎10.13 or ‎11.08 not involving any transfer. If the Company elects to redeem a series of Notes, it The Trustee shall not be required to (i) issue, register the transfer of have no obligation or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any federal or state or other securities or tax laws or transfer of any interest in any Note (ii) have any duty to obtain documentation relating to including any transfers between or exchanges among Depository participants or beneficial owners of interests in any Notes in global form) other than to require delivery of such certificates and other documentation or evidence as specifically are expressly required hereunder. As used in by, and to do so if and when expressly required by the terms of, this SectionIndenture, and to examine the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame to determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) Upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed “or its designee shall initially be "Note Registrar” (the “Note Registrar”) " for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than Indenture Trustee is appointed by Issuer as Note Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at an the office or agency of Issuer to be maintained as provided in Section 3.2, if the Company designated pursuant to requirements of Section 3.02 for such purpose8-401(1) of the UCC are met, the Company Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8-401(1) of the 2000-1 Indenture UCC are met Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executedexecuted by, by the Holder thereof or his such Holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or 9.6 not involving any transfer. If the Company elects to redeem a series The preceding provisions of Notesthis section notwithstanding, it Issuer shall not be required to (i) issue, make and Note Registrar need not register the transfer of transfers or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series exchanges of Notes and ending at the close of business on the day such notice of selected for redemption is mailed or (ii) register the transfer or exchange of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. No Note, or any interest therein, may be transferred to an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is deemed to hold "plan assets" of any of the foregoing by reason of an employee benefit plan's or other plan's investment in such series after a notice entity, or any governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of redemption has been given to Holders exceptERISA or Section 4975 of the Code, where unless such notice provides transferee represents, warrants and covenants that its purchase and holding of such Note is and will be eligible for, and satisfies and will satisfy all the requirements of, Department of Labor prohibited transaction class exemption ("PTE") 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental plan, will not violate any applicable law that is substantially similar to be redeemed only in part, the Company shall be required to exchange ERISA or register a transfer Section 4975 of the portion thereof not Code). By its acquisition of a Note or any interest therein, each transferee will be deemed to be redeemed. Neither have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, may rely conclusively on the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame for purposes hereof.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an opinion of counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the opinion of counsel.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 1003 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 205 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall (i) Paying Agent will have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepositary.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “"Note Register”) " in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee is hereby initially appointed “"Note Registrar” (the “Note Registrar”) " for the purpose of registering Notes and transfers of Notes as herein provided. If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of a Note Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof and the Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and numbers of such Notes. Upon surrender for registration of transfer of any Note in certificated form at an the office or agency of the Company designated pursuant Issuer to be maintained as provided in Section 3.02 for such purpose8.02 hereof, the Company Issuer shall execute, and and, upon an Issuer Order, the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of in any authorized denominations and of a the like aggregate Principal Amount and tenorprincipal amount, upon surrender of the such Notes to be exchanged at such the office or agencyagency of the Issuer. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon an Issuer Order, the Trustee shall authenticate and deliver, the Notes which that the Holder Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every such Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Note Registrar Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing, and by such other documents as the Trustee may reasonably require, provided that the Trustee shall not require legal opinions in connection with any such transfer or exchange. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of such Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a) 3.1 The Company Issuer shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 4.2 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Trustee Issuer is hereby initially appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender . 3.2 A Holder may transfer a Note by: (A) surrendering such Note for registration of transfer to the Registrar, together with any endorsements or instruments of transfer required by the Issuer or the Registrar; (B) if such Note is a Restricted Note, delivering any Note at an office documentation that the Issuer or agency of the Company designated pursuant Registrar may reasonably require to ensure that such transfer complies with Section 3.02 6 and any applicable securities laws; and (C) satisfying all other requirements for such purposetransfer set forth in this Section 3 and Section 6. Upon the satisfaction of conditions (A), (B) and (C), the Company shall execute, and the Trustee shall authenticate Issuer will promptly execute and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of any authorized denominations and of a denominations, having like aggregate Principal Amount principal amount and tenor. At the option of the bearing any restrictive legends required by Section 6. 3.3 A Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged exchange a Note for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender principal amount equal to the aggregate principal amount of the Notes to be exchanged by surrendering such Notes, together with any endorsements or instruments of transfer required by the Issuer or the Registrar, at such any office or agencyagency maintained by the Issuer for such purposes pursuant to Section 4.2. Whenever any a Holder surrenders Notes are so surrendered for exchange, the Company shall execute, Issuer will promptly execute and the Trustee shall authenticate and deliver, deliver the Notes which the that such Holder making the exchange is entitled to receive. All , bearing registration numbers not contemporaneously outstanding and any restrictive legends that such Notes issued upon any registration are to bear under Section 6. 3.4 Prior to due presentment of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer transfer, the Issuer and the Registrar and any agent of the Issuer may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or for exchange not this Note be overdue, and neither the Issuer nor any such agent shall (if so required be affected by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory notice to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notecontrary.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. The Company, the Trustee and their agents shall be entitled to deal with the Depositary, and any salenominee thereof, pledgethat is the registered Holder of any Global Subordinated Note for all purposes of this Indenture relating to such Global Subordinated Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in such Global Subordinated Note) as the sole Holder of such Global Subordinated Note and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee or any agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Subordinated Note, for the records of any such Depositary, including records in respect of beneficial ownership interest in respect of any such Global Subordinated Note, for any transactions between the Depositary and any participant or between or among the Depositary, any such participant and/or any Holder or owner of a beneficial interest in such Global Subordinated Note, or for any transfers of beneficial interests in any such Global Subordinated Note. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable ------------- regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “"Note ---- Registrar” (the “Note Registrar”) " for the purpose of registering Notes and transfers of Notes as herein --------- provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 3.02 for such purposein a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of any authorized denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes Notes, of any authorized denominations and of a like tenor and aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered sur- rendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which that the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Notes under this Section 2.06 not involving any transfer305. If the ----------- The Company elects to redeem a series of Notes, it shall not be required to (i) to issue, register the transfer of or exchange - any Note of such series during the a period beginning at the opening of business 15 days before the day of the Company mails the mailing of a notice of redemption for such series (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business ------------ on the day of such notice of redemption is mailed mailing, or (ii) register the to transfer or exchange of any Note of such series after a notice of so selected -- for redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only (or purchase) in whole or in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in (4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall (i) Paying Agent will have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepositary.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed “Note Registrar” shall initially be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by a Responsible Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. Notwithstanding the foregoing, for so long as Deutsche Bank National Trust Company is acting as the Indenture Trustee hereunder, the Indenture Trustee shall also act as the Note Registrar. (b) Subject to the other applicable provisions of this Article II, upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant Issuer to be maintained as provided in Section 3.02 for such purpose3.2, if the requirements of Section 8-401 of the UCC are met, the Company Issuer shall execute, execute and upon its written request the Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same Class and of a like aggregate Principal Amount and tenoroutstanding principal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11related Noteholder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same Class and of a like aggregate Principal Amount and tenorNote Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, subject to the Company other applicable provisions of this Article II, if the requirements of Section 8-401 of the UCC are met the Issuer shall executeexecute and, and upon Issuer Request, the Indenture Trustee shall authenticate and deliverthe related Noteholder shall obtain from the Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. . (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (d) Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Company Issuer and the Note Registrar Indenture Trustee duly executed, executed by the Holder Noteholder thereof or his attorney its attorney-in-fact duly authorized in writing. , with such signature guaranteed by an “eligible grantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act 4 Indenture (ACMAT 2024-2) and (ii) accompanied by such other documents as the Indenture Trustee may require, including but not limited to the applicable IRS Form W-8 or W-9. (e) No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Company Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or Section 9.5 not involving any transfer. If The preceding provisions of this Section 2.4 notwithstanding, the Company elects to redeem a series of Notes, it Issuer shall not be required to (i) issue, make and the Note Registrar need not register the transfer transfers or exchanges of any Notes selected for redemption or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note for a period of such series after a notice of redemption has been given to Holders exceptfifteen (15) days preceding the Redemption Date or any Payment Date, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Noteapplicable.

Registration of Transfer and Exchange. (a) The Company Owner Trustee shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Owner Trustee shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed “or its designee shall initially be "Note Registrar” (the “Note Registrar”) " for the purpose of maintaining such Note Register and registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than Indenture Trustee is appointed by Owner Trustee as Note Registrar, Owner Trustee will give Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at an the office or agency of Owner Trustee to be maintained as provided in Section 3.2, if the Company designated pursuant to requirements of Section 3.02 for such purpose8-401(1) of the UCC are met, the Company Owner Trustee shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8- 401(1) of the UCC are met Owner Trustee shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyOwner Trustee, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executedexecuted by, by the Holder thereof or his such Holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Company Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or 9.6 not involving any transfer. If the Company elects to redeem a series The preceding provisions of Notesthis section notwithstanding, it Owner Trustee shall not be required to (i) issue, make and Note Registrar need not register the transfer of transfers or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series exchanges of Notes and ending at the close of business on the day such notice of selected for redemption is mailed or (ii) register the transfer or exchange of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. No Note, or any interest therein, may be transferred to an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is deemed to hold "plan assets" of any of the foregoing by reason of an employee benefit plan's or other plan's investment in such series after a notice entity, or any governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of redemption has been given to Holders exceptERISA or Section 4975 of the Code, where unless such notice provides transferee represents, warrants and covenants that its purchase and holding of such Note is and will be eligible for, and satisfies and will satisfy all the requirements of, Department of Labor prohibited transaction class exemption ("PTE") 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental plan, will not violate any applicable law that is substantially similar to be redeemed only in part, the Company shall be required to exchange ERISA or register a transfer Section 4975 of the portion thereof not Code). By its acquisition of a Note or any interest therein, each transferee will be deemed to be redeemed. Neither have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, may rely conclusively on the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame for purposes hereof.

Registration of Transfer and Exchange. (a) The Company Owner Trustee shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Owner Trustee shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed “or its designee shall initially be "Note Registrar” (the “Note Registrar”) " for the purpose of maintaining such Note Register and registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than Indenture Trustee is appointed by Owner Trustee as Note Registrar, Owner Trustee will give Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at an the office or agency of Owner Trustee to be maintained as provided in Section 3.2, if the Company designated pursuant to requirements of Section 3.02 for such purpose8-401(1) of the UCC are met, the Company Owner Trustee shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8-401(1) of the UCC are met Owner Trustee shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyOwner Trustee, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executedexecuted by, by the Holder thereof or his such Holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Company Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or 9.6 not involving any transfer. If the Company elects to redeem a series The preceding provisions of Notesthis section notwithstanding, it Owner Trustee shall not be required to (i) issue, make and Note Registrar need not register the transfer of transfers or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series exchanges of Notes and ending at the close of business on the day such notice of selected for redemption is mailed or (ii) register the transfer or exchange of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. No Note, or any interest therein, may be transferred to an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is deemed to hold "plan assets" of any of the foregoing by reason of an employee benefit plan's or other plan's investment in such series after a notice entity, or any governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of redemption has been given to Holders exceptERISA or Section 4975 of the Code, where unless such notice provides transferee represents, warrants and covenants that its purchase and holding of such Note is and will be eligible for, and satisfies and will satisfy all the requirements of, Department of Labor prohibited transaction class exemption ("PTE") 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental plan, will not violate any applicable law that is substantially similar to be redeemed only in part, the Company shall be required to exchange ERISA or register a transfer Section 4975 of the portion thereof not Code). By its acquisition of a Note or any interest therein, each transferee will be deemed to be redeemed. Neither have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, may rely conclusively on the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame for purposes hereof.

Registration of Transfer and Exchange. (a) The Company shall cause Subject to be kept at the Corporate Trust Office provisions of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which2.10, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 3.02 for such purposein a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of any authorized denominations and of a like tenor and aggregate Principal Amount and tenor. principal amount. (b) At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes Notes, of any authorized denominations and of a like tenor and aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. . (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (d) Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. . (e) No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.13, 3.02 or 13.06 not involving any transfer. . (f) If the Notes are to be redeemed in part, the Company elects to redeem a series of Notes, it shall not be required to (i) to issue, register the transfer of or exchange any Note of such series Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the mailing of a notice of redemption of any such Notes selected for such series of Notes redemption under Section 3.03 and ending at the close of business on the day of such notice of redemption is mailed mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (g) No Note Registrar shall be required to make registrations of transfer or exchange of Notes during any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only periods designated in part, the Company shall be required to exchange or register a transfer text of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with Notes or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition Indenture as periods during which such registration of any Notetransfers and exchanges need not be made.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or will be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his or her attorney duly authorized in writing. No service charge shall will be made imposed for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company or the Registrar may require payment of a sum sufficient to cover any tax pay all taxes, assessments, or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of of, or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except, in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine, or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as is expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided that the Definitive Subordinated Notes surrendered for transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Notes or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) have requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in clause (i), (ii), or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing, and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a Person different than the Trustee), and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a Person different than the Trustee), and the Company, an opinion of counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by an opinion of counsel.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company Issuer designated pursuant to Section 3.02 for such purpose1002, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive, provided that no exchange of Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC, the Trustee shall have received an Officers’ Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the SEC and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer or the TrusteeNote Registrar) be duly endorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Company Issuer and the Note Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 Sections 202, 304, 906, 1016, 1017 or 1108 not involving any transfer. If the Company elects to redeem a series of Notes, it The Trustee shall not be required to (i) issue, register the transfer of have no obligation or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any federal or state or other securities or tax laws or transfer of any interest in any Note (ii) have any duty to obtain documentation relating to including any transfers between or exchanges among Depositary participants or beneficial owners of interests in any Notes in global form) other than to require delivery of such certificates and other documentation or evidence as specifically are expressly required hereunder. As used in by, and to do so if and when expressly required by the terms of, this SectionIndenture, and to examine the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame to determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 fifteen (15) days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 1003 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 206 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall (i) Paying Agent will have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepositary.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee to keep a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribeprescribe and subject to the provisions of Section 2.5, the Company Trustee shall provide for the registration of Notes the Notes, and the registration of transfers and exchanges of the Notes. The Trustee is hereby appointed shall be “Note Registrar” (the “Note Registrar”) for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation or removal of any Note Registrar, the Issuer shall promptly appoint a successor. (a) If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee and the Noteholders prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof; provided, however, that so long as Xxxxx Fargo Bank, National Association is Trustee, it shall also act as Note Registrar at all times. The Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the name and address of each Holder of a Note and Stated Percentage Interest and number of each Note. (b) Subject to Section 2.5 hereof, upon surrender for registration of transfer of any a Note at an the office or agency of the Company designated pursuant Issuer to be maintained as provided in Section 3.02 for such purpose3.2, if the requirements of Section 8-401(a) of the UCC are met, the Company Trustee shall execute, have the Issuer execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in the minimum Stated Percentage Interest of any authorized denominations and 1% representing in the aggregate the Stated Percentage Interest on the face of a like aggregate Principal Amount and tenor. the Note to be transferred. (c) At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11a Holder, Notes a Note may be exchanged for other Notes of another Note in any authorized denominations Stated Percentage Interest, of the same class and of a like aggregate Principal Amount and tenorStated Percentage Interest, upon surrender of the Notes Note to be exchanged at such office or agency. Whenever any Notes are a Note is so surrendered for exchange, subject to Section 2.5 hereof, if the Company requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and upon request by the Issuer the Trustee shall authenticate authenticate, and deliverthe Noteholder shall obtain from the Trustee, the Notes Note which the Holder Noteholder making the exchange is entitled to receive. All . (d) The Note or Notes issued upon any registration of transfer or exchange of Notes a Note shall be the valid obligations obligation of the CompanyIssuer, evidencing evidencing, in the aggregate, the same debt, and entitled to the same benefits under this Indenture, as the Notes Note surrendered upon such registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Company Exhibit A and the Note Registrar duly executedexecuted by, by the Holder thereof or his attorney such Holder’s attorney, duly authorized in writing. , with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act and (ii) accompanied by such other documents as the Trustee may require. (f) Each Noteholder by its acquisition of any Notes (or a beneficial interest therein) shall be deemed to have represented and warranted for the benefit of the Issuer, the Trustee and the other Noteholders, that it is not acquiring any Notes with the “plan assets” of any “employee benefit plan” as defined in Section 3(3) of ERISA which is subject to Title I of ERISA or any “plan” as defined in Section 4975 of the Code. (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notesa Note, but the Company Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) Upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount and tenor. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of the Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of the Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company Issuer designated pursuant to Section 3.02 for such purpose10.02, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer or the TrusteeNote Registrar) be duly endorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Company Issuer and the Note Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. The transferor of any Note shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Neither the Note Registrar nor the Issuer will be required to register the transfer or exchange of any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 Sections 2.02, 3.04, 9.06, 10.13 or 11.08 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in (4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall (i) Paying Agent will have any duty to monitor compliance with responsibility for any actions taken or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, not taken by the term “transfer” encompasses any sale, pledge, transfer or other disposition of any NoteDepositary.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeNote, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any denominated as authorized denominations and in or under this Indenture of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof) and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Notes which that the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Note) be duly endorsed, or be accompanied by a written instrument of transfer in a form satisfactory to the Company and the Registrar for such Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Notes, any redemption or repayment of Notes or any conversion or exchange of Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) issue, register the transfer of or exchange any Note of such series Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice of selection for redemption for such series of Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) register the transfer of or exchange any Note, or portion thereof, so selected for redemption, except in the case of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. No Registrar will be required to make registrations of transfer or exchange of Notes during any periods designated in the Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Notes are no longer to be represented by Global Notes and so notifies the Trustee or (iii) an Event of Default has occurred and is continuing with respect to any federal the Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Notes. Any Global Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the events in (i), (ii) or (iii) above, Definitive Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Note, except as otherwise provided herein. A Global Note may not be exchanged for another Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Note to be exchanged in part, either such Global Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Note, the term “transfer” encompasses principal amount thereof will be reduced by an amount equal to the portion thereof to be so exchanged by means of an appropriate adjustment made on the records of the Trustee. Upon any salesuch surrender or adjustment, pledgethe Trustee will authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Note may not be exchanged for a beneficial interest in a Global Note unless the Company determines that the Notes may be represented by Global Notes and so notifies the Trustee. After the Company has determined that the Notes may be represented by Global Notes and so notifies the Trustee, then upon receipt by the Trustee of a Definitive Note duly endorsed or accompanied by appropriate instruments of transfer in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so cancelled. If no Global Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Note issued to the transferee or in exchange for the Restricted Note may be issued free of the Private Placement Legend. Any un-transferred or un-exchanged balance of a Restricted Note will be reissued to the Holder with the Private Placement Legend unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company Issuer designated pursuant to Section 3.02 for such purpose1002, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agencyagency together with endorsement, instrument of exchange and such other required deliverables in form satisfactory to the Issuer, the Note Registrar and the Trustee. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and deliverdeliver in accordance with such Issuer Order, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer, the Note Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Company and Issuer, the Note Registrar and the Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 Sections 202, 304, 906, 1016, 1017 or 1108 not involving any transfer. If the Company elects to redeem a series of Notes, it The Trustee shall not be required to (i) issue, register the transfer of have no obligation or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any federal or state or other securities or tax laws or transfer of any interest in any Note (ii) have any duty to obtain documentation relating to including any transfers between or exchanges among Depository participants or beneficial owners of interests in any Notes in global form) other than to require delivery of such certificates and other documentation or evidence as specifically are expressly required hereunder. As used in by, and to do so if and when expressly required by the terms of, this SectionIndenture, and to examine the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame to determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed “shall initially be "Note Registrar” (the “Note Registrar”) " for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. (b) If a Person other than Indenture Trustee is appointed by Issuer as Note Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. (c) Upon surrender for registration of transfer of any Note at an the office or agency of Issuer to be maintained as provided in Section 3.2, if the Company designated pursuant to requirements of Section 3.02 for such purpose8-401(1) of the UCC are met, the Company Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenor. principal amount. (d) At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8-401(1) of the UCC are met Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executedexecuted by, by the Holder thereof or his such Holder's attorney duly authorized in writing. , with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee may require. (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or 9.6 not involving any transfer. If the Company elects to redeem a series . (h) The preceding provisions of Notesthis section notwithstanding, it Issuer shall not be required to make and Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) issueNo Note, register or any interest therein, may be transferred to an "employee benefit plan" within the transfer meaning of Section 3(3) of ERISA that is subject to ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is deemed to hold "plan assets" of any of the foregoing by reason of an employee benefit plan's or exchange other plan's investment in such entity, or any Note governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, unless such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series transferee is acquiring a Class of Notes other than the Class E Notes and ending at the close it represents, warrants and covenants that its purchase and holding of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is and will be eligible for, and satisfies and will satisfy all the requirements of, Department of Labor prohibited transaction class exemption ("PTE") 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental plan, will not violate any applicable law that is substantially similar to be redeemed only in part, the Company shall be required to exchange ERISA or register a transfer Section 4975 of the portion thereof not to be redeemedCode). Neither the Trustee nor any By its acquisition of its agents shall a Note (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Sectiona Class E Note) or any interest therein, each transferee will be deemed to have represented, warranted and covenanted that it satisfies the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Noteforegoing requirements and the Indenture Trustee may rely conclusively on the same for purposes hereof.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “"Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed “shall initially be "Note Registrar” (the “Note Registrar”) " for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than Indenture Trustee is appointed by Issuer as Note Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at an the office or agency of Issuer to be maintained as provided in Section 3.2, if the Company designated pursuant to requirements of Section 3.02 for such purpose, 8-401(1) of the Company UCC are met Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same class and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8-401(1) of the UCC are met Issuer shall execute, execute and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers or exchanges portion thereof, in accordance with this Section 2.07 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a) The Company shall cause Subject to be kept at the Corporate Trust Office provisions of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which2.10, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 3.02 for such purposein a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of any authorized denominations and of a like tenor and aggregate Principal Amount and tenor. principal amount. (b) At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes Notes, of any authorized denominations and of a like tenor and aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. . (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (d) Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. . (e) No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.13, 3.02 or 13.06 not involving any transfer. . (f) If the Notes are to be redeemed in part, the Company elects to redeem a series of Notes, it shall not be required (A) to (i) issue, register the transfer of or exchange any Note of such series Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the mailing of a notice of redemption of any such Notes selected for such series of Notes redemption under Section 3.03 and ending at the close of business on the day of such notice of redemption is mailed mailing, or (iiB) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (g) No Note Registrar shall be required to make registrations of transfer or exchange of Notes during any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only periods designated in part, the Company shall be required to exchange or register a transfer text of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with Notes or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition Indenture as periods during which such registration of any Notetransfers and exchanges need not be made.

Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 1002 being herein sometimes collectively referred to as the “Note "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed “Note Registrar” as security registrar (the “Note "Registrar”") for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 3.02 for such purpose1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations and of a like aggregate Principal Amount and tenorprincipal amount. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of any authorized denominations denomination and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission, the Trustee shall have received an Officer's Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or endorsed and be accompanied by a written instrument of transfer transfer, in form satisfactory to the Company and the Note Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 304, 906, 1010, 1017 or 1108 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in (4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (ai) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount and tenor. At the option of the Holder and subject Subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, 2.9 when Notes may be exchanged are presented to the Co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for other an equal principal amount of Notes of any other authorized denominations and of a like aggregate Principal Amount and tenordenominations, upon surrender of the Notes to be exchanged at Co-Registrar shall register the transfer or make the exchange as requested if the requirements for such office or agency. Whenever transaction set forth in this Indenture are met; provided that any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and to the Note Registrar Co-Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. . (ii) No service charge shall be made to a Holder for any registration of transfer or exchange of Notesexchange, but the Company Issuer, the Co-Registrar, the relevant Transfer Agent or the Trustee may require payment of a sum sufficient to cover any tax transfer tax, assessment, or other similar governmental charge that may be imposed payable in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it therewith. (iii) The Co-Registrar shall not be required to (i) issue, register the transfer of or exchange of any Note of such series during the for a period beginning at the opening of business beginning: (1) 15 days before the day the Company mails the giving of a notice of redemption for such series of an offer to repurchase or redeem Notes and ending at the close of business on the day of such notice of redemption is mailed notice; or (ii2) register 15 days before an Interest Payment Date and ending on such Interest Payment Date. (iv) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee and each Agent may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, subject to Section 2.13 whether or not such Note is overdue, and none of the Issuer, the Trustee or any Agent shall be affected by notice to the contrary. (v) All Notes issued upon any registration of transfer or exchange pursuant to the terms of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, this Indenture shall evidence the Company same debt and shall be required entitled to exchange the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or register a transfer exchange. (vi) The Co-Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the portion thereof not to be redeemed. Neither transferor and the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notetransferee.

Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby appointed shall initially be the “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant Issuer to be maintained as provided in Section 3.02 for such purpose3.2, if the requirements of Section 8-401(1) of the UCC are met, the Company Issuer shall executeexecute and upon receipt of such surrendered Note, and the Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of Notes, in any authorized denominations denominations, of the same Class, and of a like aggregate Principal Amount principal amount and tenorof like terms. At the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Noteholder, Notes may be exchanged for other Notes of in any authorized denominations denominations, of the same Class and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Company requirements of Section 8-401(a)(1) of the UCC are met, the Issuer shall execute, execute and the Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from the Indenture Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar or the Indenture Trustee, duly executed, executed by the Holder thereof or his such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program (“Stamp”) or such other “signature guarantee program” as may be determined by Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Company Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 2.3 or 9.6 not involving any transfer. If The preceding provisions of this section notwithstanding, the Company elects to redeem a series of Notes, it Issuer shall not be required to (i) issue, make and Note Registrar need not register the transfer of transfers or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series exchanges of Notes and ending at the close of business on the day such notice of selected for redemption is mailed or (ii) register the transfer or exchange of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to ERISA, a “plan” described in Section 4975(e)(1) of the Code, any entity that is deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such series after a notice entity, or any plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of redemption has been given to Holders exceptERISA or Section 4975 of the Code (“Similar Law”), where unless such notice provides transferee represents, warrants and covenants that its purchase and holding of such Note is and will be eligible for, and satisfies and will satisfy all the requirements of, Department of Labor prohibited transaction class exemption (“PTE”) 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption and will not cause a non-exempt violation of Similar Law. By its acquisition of a Note or any interest therein, each transferee will be deemed to be redeemed only in parthave represented, warranted and covenanted that it satisfies the Company shall be required to exchange or register a transfer of foregoing requirements and the portion thereof not to be redeemed. Neither Indenture Trustee may rely conclusively on the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Notesame for purposes hereof.

Registration of Transfer and Exchange. (a) The Company Trustee shall be the Trust Certificate Registrar. The Trust Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register its office maintained in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) hereof, a Trust Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Notes the Trust Certificate and of transfers and exchanges of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes Trust Certificate as herein provided. Upon surrender for registration of transfer of any Note the Trust Certificate at an its office or agency of the Company designated maintained pursuant to Section 3.02 for such purposehereof and delivery thereof to the Trustee, together with a written direction to execute and authenticate, the Company Trustee shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee transferee, a new Trust Certificate dated the date of authentication by the Trustee or transferees, one or more new Notes of any authorized denominations and of a like aggregate Principal Amount and tenorauthenticating agent. At the option of the Holder and subject to Certificateholder, the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Notes Trust Certificate may be exchanged for other Notes of any authorized denominations and of a like aggregate Principal Amount and tenor, another Trust Certificate upon surrender of the Notes Trust Certificate to be exchanged at such its office or agencymaintained pursuant to Section 3.02 hereof. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note A Trust Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Trustee and the Note Trust Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing. No service charge shall be made for , with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company; provided, however, that any registration of transfer or exchange of Notesfrom the Depositor to the Buyer, but or from the Company may require payment of a sum sufficient Buyer to cover any tax the Depositor or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall not be required to (i) issue, register the transfer of or exchange any Note of such series during the period beginning at the opening of business 15 days before the day the Company mails the notice of redemption for such series of Notes and ending at the close of business on the day such notice of redemption is mailed or (ii) register the transfer or exchange of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with their Affiliates or with respect from such Affiliate to any federal or state or other securities or tax laws or (ii) Affiliate need not have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereundersuch signature guaranteed. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Note.A Trust Certificate 13 4814-8521-2291.2

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeNote, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Notes may be exchanged for other Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Notes which that the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Notes, or any redemption or repayment of Notes, or any conversion or exchange of Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice of selection for redemption for such series of Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Note, or portion thereof, so selected for redemption, except in the case of any Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes. No Registrar will be required to make registrations of transfer or exchange of Notes during any periods designated in the Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Notes or to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Notes are no longer to be represented by Global Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Notes. Any Global Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Note, except as otherwise provided herein. A Global Note may not be exchanged for another Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Note to be exchanged in part, either such Global Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Note may not be exchanged for a beneficial interest in a Global Note unless the Company determines that the Notes may be represented by Global Notes and so notifies the Trustee. After the Company has determined that the Notes may be represented by Global Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so cancelled. If no Global Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Note issued to the transferee or in exchange for the Restricted Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate Principal Amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.

Registration of Transfer and Exchange. (a1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained Except as otherwise provided in such office and in any other office or agency designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Note Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed “Note Registrar” (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 3.02 for such purposeSubordinated Note, the Company shall will execute, and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Subordinated Notes of any denominated as authorized denominations and in or under this Indenture, of a like aggregate Principal Amount principal amount bearing a number not contemporaneously outstanding and tenorcontaining identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11Holder, Subordinated Notes may be exchanged for other Subordinated Notes of containing identical terms and provisions, in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like aggregate Principal Amount and tenorprincipal amount, upon surrender of the Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Subordinated Notes are so surrendered for exchange, the Company shall will execute, and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Subordinated Notes which that the Holder making the exchange is entitled to receive. All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Notesthe Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise provided in or under this Indenture, other than exchanges pursuant to Section 2.06 not involving any transfer. If the Company elects to redeem a series of Notes, it shall will not be required to (i) to issue, register the transfer of or exchange any Note of such series Subordinated Notes during the a period beginning at the opening of business 15 days before the day of the Company mails the notice selection for redemption of redemption for such series of Subordinated Notes under Section 10.03 and ending at the close of business on the day of such notice of redemption is mailed selection, or (ii) to register the transfer of or exchange any Subordinated Note, or portion thereof, so selected for redemption, except in the case of any Subordinated Note of such series after a notice of redemption has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, the Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary. (2) When Definitive Subordinated Notes are presented by a Holder to the Registrar with a request to register the transfer of such Definitive Subordinated Notes or to exchange such Definitive Subordinated Notes for an equal principal amount of Definitive Subordinated Notes of other authorized denominations, the Registrar will register the transfer or make the exchange as requested if its agents shall reasonable requirements for such transaction are met; provided, however, that the Definitive Subordinated Notes surrendered for transfer or exchange will be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. (3) A Global Subordinated Note may not be transferred except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Subordinated Notes will be exchanged by the Company for Definitive Subordinated Notes if: (i) have any duty the Depositary has notified the Company that it is unwilling or unable to monitor compliance with continue as Depositary for such Global Subordinated Note or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Company within 90 days, (ii) the Company determines that the Subordinated Notes are no longer to be represented by Global Subordinated Notes and so notifies the Trustee in writing, or (iii) an Event of Default has occurred and is continuing with respect to any federal the Subordinated Notes and the Depositary or state or other securities or tax laws its participant(s) has requested the issuance of Definitive Subordinated Notes. Any Global Subordinated Note exchanged in accordance with clause (i) or (ii) above will be so exchanged in whole and not in part, and any Global Subordinated Note exchanged in accordance with clause (iii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Subordinated Notes will be issued in fully registered form, without interest coupons, will have an aggregate principal amount equal to that of the Global Subordinated Note or portion thereof to be so exchanged, will be registered in such names and be in such authorized denominations as the Depositary will instruct the Trustee in writing and will bear such legends as provided herein. Global Subordinated Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.09 hereof. Every Subordinated Note authenticated and delivered in exchange for, or in lieu of, a Global Subordinated Note or any duty to obtain documentation relating to any transfers portion thereof, in accordance with this Section 2.07 or exchanges Section 2.09 hereof, will be authenticated and delivered in the form of, and will be, a Global Subordinated Note, except as otherwise provided herein. A Global Subordinated Note may not be exchanged for another Subordinated Note other than as specifically required hereunder. As used provided in this SectionSection 2.07(3); however, beneficial interests in a Global Subordinated Note may be transferred and exchanged as provided in Section 2.07(4) hereof. Any Global Subordinated Note to be exchanged in whole will be surrendered by the Depositary to the Trustee. With regard to any Global Subordinated Note to be exchanged in part, either such Global Subordinated Note will be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Subordinated Note, the term “principal amount thereof will be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee will authenticate and deliver the Subordinated Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. (4) The transfer and exchange of beneficial interests in the Global Subordinated Notes will be effected through the Depositary in accordance with the Applicable Procedures and this Section 2.07. (5) A Definitive Subordinated Note may not be exchanged for a beneficial interest in a Global Subordinated Note unless the Company determines that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee. After the Company has determined that the Subordinated Notes may be represented by Global Subordinated Notes and so notifies the Trustee in writing, then upon receipt by the Trustee of a Definitive Subordinated Note, duly endorsed or accompanied by appropriate instruments of transfer” encompasses , in form satisfactory to the Trustee, together with written instructions from such Holder directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Subordinated Note to reflect an increase in the aggregate principal amount of the Subordinated Notes represented by the Global Subordinated Note, such instructions to contain information regarding the Depositary account to be credited with such increase, the Trustee will cancel such Definitive Subordinated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Subordinated Notes represented by the Global Subordinated Note to be increased by the aggregate principal amount of the Definitive Subordinated Note to be exchanged, and will credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Subordinated Note equal to the principal amount of the Definitive Subordinated Note so cancelled. If no Global Subordinated Notes are then outstanding, the Company will issue and the Trustee will authenticate, upon Company Order, a new Global Subordinated Note in the appropriate principal amount. (6) At such time as all beneficial interests in a particular Global Subordinated Note have been exchanged for Definitive Subordinated Notes or a particular Global Subordinated Note has been repurchased or canceled in whole and not in part, each such Global Subordinated Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any saletime prior to such cancellation, pledgeif any beneficial interest in a Global Subordinated Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note or for Definitive Subordinated Notes, the principal amount of Subordinated Notes represented by such Global Subordinated Note will be reduced accordingly by adjustments made on the records of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Subordinated Note, such other Global Subordinated Note will be increased accordingly by adjustments made on the records of the Trustee to reflect such increase. (7) No Restricted Subordinated Note will be transferred or exchanged except in compliance with the Private Placement Legend or as provided in accordance with Section 2.08. In addition to the provisions for transfer and exchange set forth in this Section 2.07, the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company may, prior to effecting any requested transfer or other disposition exchange of any NoteRestricted Subordinated Notes, other than an exchange in accordance with Section 2.08, require that legal counsel to the Holder or owner of beneficial interests requesting such transfer or exchange deliver to the Trustee, any Registrar and Paying Agent (if a different Person than the Trustee) and the Company, an Opinion of Counsel in compliance with this Indenture and additionally opining that the transfer or exchange is in compliance with the requirements of the Private Placement Legend and that the Subordinated Note issued to the transferee or in exchange for the Restricted Subordinated Note may be issued free of the Private Placement Legend. Any untransferred or unexchanged balance of a Restricted Subordinated Note will be reissued to the Holder with the Private Placement Legend, unless the Private Placement Legend may be omitted in accordance with Section 2.04, as evidenced by the Opinion of Counsel.