Common use of Registration, Registration of Transfer and Exchange Generally Clause in Contracts

Registration, Registration of Transfer and Exchange Generally. The Company shall keep at its principal executive offices a register (the register maintained in such being herein sometimes collectively referred to as the “Note Register”) in which the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon surrender for registration of transfer of any Note at its principal executive office, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law upon surrender of the Notes to be exchanged at the Company’s principal executive offices. Whenever any Notes are so surrendered for exchange, the Company shall execute and make available for delivery the Notes 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 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) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, 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.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices 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 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawamount. At the option of a the Holder, Notes and subject to the other provisions of this Section 305, Securities may be exchanged for other Notes Securities of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, and subject to the other provisions of this Section 305, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, 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 Securities, other than exchanges pursuant to Section 304, 906 or 1108. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Security Registrar designated pursuant to this Section 3.05 a register (being the combined register maintained in such being of the Security Registrar and all Co-Security Registrars and herein sometimes collectively referred to as the “Note Security Register”) in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. [ ], is hereby initially appointed Security Registrar, and exchanges the Trustee is hereby initially appointed Co-Security Registrar, in each case for the purpose of Notesregistering Securities and transfers of Securities as herein provided. Subject The Company, with prior notice to the provisions Trustee, may (i) replace the Security Registrar with an entity that satisfies the eligibility requirements of a Trustee under Section 6.09 and (ii) remove or add Co-Security Registrars. A Security Registrar or Co-Security Registrar shall not be liable for the acts or omissions of any other Security Registrar or Co-Security Registrar, as the case may be. The Trustee shall have the right to inspect the register of the Agreement regarding restrictions on Security Registrar (and any Co-Security Registrar) at all reasonable times and may request and rely upon a certificate of a duly authorized officer of the Security Registrar (and any Co-Security Registrar) as to the names and addresses of Holders and the principal amounts and numbers of the Securities held thereby and such other matters as the Trustee may reasonably request. In addition to any Security Register described in the foregoing paragraph, a register of the Securities will be kept at the registered office of the Company, for Luxembourg law purposes. Upon written request from the Company, the Registrar shall provide the Company with a copy of the Security Register to enable it to maintain a register of the Securities at its registered office. The Company accepts any copy of the register as correspondence and document recording the transfer of any Securities and provided the transferee agrees to be bound by update its register upon receipt of such copy. The Company hereby initially selects the terms Corporate Trust Office of the AgreementTrustee, upon located at , Attn: , as the office or agency of the Company in , where the Securities may be presented or surrendered for payment and where the Securities may be surrendered for registration of transfer or exchange in accordance with Section 10.02. Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by Securities of the transferee (which denominations shall not be less than $1,000,000 per Note)same series, of a any authorized denominations and of like tenor and aggregate principal amount and bearing such restrictive legends as may be required by laweach Guarantor shall execute any Note Guarantees thereon. At the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receivereceive and each Guarantors shall execute any Note Guarantees thereon. All Notes Securities and any Note Guarantees thereon issued upon any registration of transfer or exchange of Notes guaranteed Securities shall be the valid obligations of the CompanyCompany and the Guarantors, as applicable, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities and any Guarantees thereon surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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.Securities, 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 Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.7 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3), and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 10.02 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, Securities may be exchanged for new Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations Obligations of the Company, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charges or fees required by law that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 3.05, 3.06, 9.06, 10.14, 10.16 or 11.08 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange (x) any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 11.04 and ending at the close of business on the day of such mailing or (y) any Security tendered by the Holder thereof (and not withdrawn) in connection with any Offer to Purchase as provided in Sections 10.14 and 10.16, or (ii) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of the "Operating Procedures of the Euroclear System," the "Terms and Conditions Governing Use of Euroclear," the "General Terms and Conditions of Clearstream Banking" and the "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held through Euroclear or Clearstream.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices 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 10.02 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration and transfer of Notes Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of transfers and exchanges of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer or exchange of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 10.02 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawthis Indenture. At Subject to Section 3.06(b), at the option of a the Holder, Notes Securities may be exchanged for other Notes Securities of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer of or exchange of Notes for Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, 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 Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.08 or in accordance with any Offer to Purchase pursuant to Section 10.14 or 10.16 not involving any transfer. The Company shall not be required (i) to issue or register the transfer of any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 11.04 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company Issuer shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note Security Register”) in which which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed “Security Registrar” for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Issuer designated pursuant to Section 1002 for such purpose, and provided that the other requirements of this Section 306 have been satisfied, the Company Issuer shall execute and the Guarantor shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note)Securities of any authorized denominations, of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by lawthis Indenture. At the option of a the Holder, Notes and subject to the other provisions of this Section 306, Securities may be exchanged for other Notes Securities of any authorized denominations, of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Issuer shall execute and make available for delivery the Notes that Guarantor shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyIssuer and the Guarantor, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyIssuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyIssuer and the Security Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of NotesSecurities, but the 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 Securities, other than exchanges pursuant to Sections 304, 906 or 1108 not involving any transfer. If the Securities are to be redeemed in part, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep at its principal executive offices a register (the register maintained in such place being herein sometimes collectively referred to as the “"Note Register”") in which the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. Subject to the provisions of the Securityholders Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreementtransfer, upon surrender for registration of transfer of any Note at its principal executive office, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than of $1,000,000 per Note)1,000 or integral multiples thereof, of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holderholder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law upon surrender of the Notes to be exchanged at the Company’s 's principal executive offices. Whenever any Notes are so surrendered for exchange, the Company shall execute and make available for delivery the Notes that which the Holder 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 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) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Company, duly executed by the Holder holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes.

Registration, Registration of Transfer and Exchange Generally. The Company Partnership shall keep cause to be kept at its principal executive offices an office or agency of the Security Registrar in The City of New York a register (the register maintained in such office or in any other office or agency of the Partnership in a Place of Payment being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject The Partnership shall, prior to the provisions issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at 40 Bxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, xx the initial office or agency in The City of New York where the Security Register will be maintained. The Partnership may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Partnership will give prompt written notice to the Trustee of any change of the Agreement regarding restrictions on transfer and provided Security Registrar or of the transferee agrees to location of such office or agency. At all reasonable times the Security Register shall be bound available for inspection by the terms of the Agreement, upon Trustee. Upon surrender for registration of transfer of any Note Security at its principal executive officethe office or agency of the Partnership maintained pursuant to Section 1002 for such purpose, the Company Partnership shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawtenor. At the option of a the Holder, Notes Securities (except a Global Security) may be exchanged for other Notes Securities, of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law tenor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Partnership shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Original Securities for Exchange Securities shall occur until a registration statement for the issuance of the Exchange Securities shall have been declared effective by the Commission and the Original Securities to be exchanged for such Exchange Securities shall be cancelled by the Trustee. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyPartnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyPartnership or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyPartnership and the Security Registrar duly executed, 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.Securities, but the Partnership 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 Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. Neither the Trustee nor the Partnership shall be required (1) to issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Notes and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Notes as herein provided. Such Security Register shall distinguish between Original Notes and Exchange Notes. Upon surrender for registration of transfer of any Note at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, and provided that the other requirements of this Section 306 have been satisfied, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note)of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by lawthis Indenture. At the option of a the Holder, and subject to the other provisions of this Section 306, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture upon surrender of the Notes to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Trustee shall authenticate and deliver, the Notes that 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 (except for the differences between Original Notes and Exchange Notes provided for herein) 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 CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Note Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registra- tion 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 Sections 303, 304, 305, 306, 906, 1016, 1017 or 1109 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of, or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 1105 and ending at the close of business on the day of such mailing, or (ii) to -52- 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.

Registration, Registration of Transfer and Exchange Generally. The Company Issuer shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Subject to the other provisions of the Agreement this Indenture regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreementtransfer, upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Issuer designated pursuant to Section 1002 for such purpose, the Company Issuer shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, and subject to the other provisions of this Section 306, Securities may be exchanged for other Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Issuer shall execute execute, and the Trustee shall authenticate and make available for delivery delivery, the Notes that Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyIssuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the CompanyIssuer and the Security 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 NotesSecurities, but the 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 Securities, other than exchanges pursuant to Section 304, 305, 306, 906, or 1108 or in accordance with any Offer to Purchase pursuant to Section 1015 or 1016, and in any such case not involving any transfer. The Issuer and the Trustee shall not be required (i) to issue, register the transfer of, or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. Each Holder of a Security agrees to indemnify the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. 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 Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) 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.

Registration, Registration of Transfer and Exchange Generally. The Company ------------------------------------------------------------- Property Trustee shall keep or cause to be kept, at its principal executive offices the office or agency maintained pursuant to Section 5.9, a register or registers for the purpose of registering Trust Securities and transfers and exchanges of Preferred Securities (the register maintained in such being herein sometimes collectively referred to as the “Note "Securities Register”") in which which, the Company registrar designated by the Depositor (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Notes Preferred Securities and registration of transfers and exchanges of NotesPreferred Securities as herein provided. Subject to The Bank shall be the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon initial Securities Registrar. Upon surrender for registration of transfer of any Note Preferred Security at its principal executive officethe office or agency maintained pursuant to Section 5.9, the Company Administrative Trustees or any one of them shall execute and the Property Trustee shall deliver, in the name of the designated transferee or transferees, one or more new Notes Preferred Securities in authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing Liquidation Amount dated the date of execution by such restrictive legends as may Administrative Trustee or Trustees. The Securities Registrar shall not be required by lawto register the transfer of any Preferred Securities that have been called for redemption. At the option of a Holder, Notes Preferred Securities may be exchanged for other Notes Preferred Securities in authorized denominations of any authorized denominations, the same class and of a like aggregate principal amount and bearing such restrictive legends as may be required by law Liquidation Amount upon surrender of the Notes Preferred Securities to be exchanged at the Company’s principal executive offices. Whenever any Notes are so surrendered for exchange, the Company shall execute and make available for delivery the Notes that the Holder making the exchange is entitled office or agency maintained pursuant 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 as the Notes surrendered upon such registration of transfer or exchangeSection 5.9. Every Note Preferred Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Company, Securities Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. Each Preferred Security surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee in accordance with such Person's customary practice. The Trust and the Securities Registrar, as applicable, shall not be required to (i) issue, register the transfer of, or exchange any Preferred Securities during a period beginning at the opening of business 15 calendar days before the day of mailing of a notice of redemption of any Preferred Securities called for redemption and ending at the close of business on the day of such mailing or (ii) register the transfer of or exchange any Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Preferred Securities being redeemed in part. No service charge shall be made for any registration of transfer or exchange of NotesPreferred Securities, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices 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 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes ofSecurities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawamount. At the option of a the Holder, Notes and subject to the other provisions of this Section 305, Securities may be exchanged for other Notes Securities of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, and subject to the other provisions of this Section 305, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental chargethat may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1108, 1202 or 1401. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The issuing Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of such Company in a Place of Payment being herein sometimes collectively referred to as the “Note Security Register”) in which the which, subject to such reasonable regulations as it may prescribe, such Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject The issuing Company, with prior notice to the provisions Trustee, may replace the Security Registrar with an entity that satisfies the eligibility requirements of a Trustee under Section 6.09. The Trustee shall have the right to inspect the register of the Agreement regarding restrictions on transfer Security Registrar at all reasonable times and provided the transferee agrees to be bound by the terms may request and rely upon a certificate of a duly authorized officer of the Agreement, upon Security Registrar as to the names and addresses of Holders and the principal amounts and numbers of the Securities held thereby and such other matters as the Trustee may reasonably request. Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the issuing Company in a Place of Payment for such series, such Company and the Company Guarantor, as applicable, shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by Securities of the transferee (which denominations shall not be less than $1,000,000 per Note)same series, of a any authorized denominations and of like tenor and aggregate principal amount and bearing such restrictive legends as may be required by lawamount. At the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the issuing Company and the Guarantor, as applicable, shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Companyissuing Company and the Guarantor, as applicable, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Companyissuing Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to such Company and the CompanySecurity Registrar duly executed, 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.Securities, but the issuing 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 Securities, other than exchanges pursuant to Section 3.04, 3.06, 9.06 or 11.07 not involving any transfer. If the Securities of any series are to be redeemed in part, the issuing Company shall not and, in the case of BHFC Securities, the Guarantor shall not, be required (A) to issue, register the transfer of or exchange Securities of such series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3), and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 10.02 being herein sometimes collectively referred to as the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. Subject to The Trustee is hereby appointed "Note Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Notes and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Notes as herein provided. Such Note Register shall distinguish between Original Notes and Exchange Notes. Upon surrender for registration of transfer of any Note at its principal executive officean office or agency of the Company designated pursuant to Section 10.02 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, and subject to the other provisions of this Section 3.06, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Trustee shall authenticate and deliver, the Notes that 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 (except for the differences between Original Notes and Exchange Notes provided for herein) 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) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Note Registrar duly executed, 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 3.03, 3.04, 3.05, 3.06, 9.06, 10.17, 10.18 or 11.08 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 11.04 and ending at the close of business on the day of such 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.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office a register (the register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being herein sometimes collectively referred to as the “Note Security Register”) in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed “Security Registrar” for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 10.02 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, Securities may be exchanged for new Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations Obligations of the Company, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charges or fees required by law that may be imposed in connection 2012 Notes Indenture with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 3.05, 3.06, 9.06, 10.13, 10.15 or 11.08 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange (x) any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 11.04 and ending at the close of business on the day of such mailing or (y) any Security tendered by the Holder thereof (and not withdrawn) in connection with any Offer to Purchase or Asset Sale Offer as provided in Sections 10.13 and 10.15, or (ii) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of the “Operating Procedures of the Euroclear System,” the “Terms and Conditions Governing Use of Euroclear,” the “General Terms and Conditions of Clearstream Banking” and the “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held through Euroclear or Clearstream.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note "Securities Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer of any Note Security of any series at its principal executive officethe office or agency in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount Amount Payable at Maturity and bearing such restrictive legends as may be required by lawtenor. At Subject to this Section 305(a) and to Section 305(b), at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like aggregate principal amount Amount Payable at Maturity and bearing such restrictive legends as may be required by law tenor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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.Securities, 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such being office and in any other office or agency designated pursuant to Section 10.02 herein sometimes collectively referred to as the “Note Register”"SECURITY REGISTER") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and exchanges transfers of Notes. Subject Securities as herein provided; provided that the Company may, from time to time, designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the provisions of Securities, with notice to the Agreement regarding restrictions on transfer Trustee and as provided in Section 1.06 to the transferee agrees to Holders. At all reasonable times the Security Register shall be bound open for inspection by the terms of Company. In the Agreementevent that the Trustee shall not be the Security Registrar, upon it shall have the right to examine the Security Register at all reasonable times. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 10.02, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of like tenor of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawamount. At the option of a the Holder, Notes Securities may be exchanged for other Notes Securities of like tenor of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities of like tenor which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities of like tenor shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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.Securities, 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 Securities, other than exchanges pursuant to Section 3.04 or 9.06 not involving any transfer. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company Partnership shall keep cause to be kept at its principal executive offices an office or agency of the Security Registrar in The City of New York a register (the register maintained in such office or in any other office or agency of the Partnership in a Place of Payment being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject The Partnership shall, prior to the provisions issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at 40 Bxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, xx the initial office or agency in The City of New York where the Security Register will be maintained. The Partnership may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Partnership will give prompt written notice to the Trustee of any change of the Agreement regarding restrictions on transfer and provided Security Registrar or of the transferee agrees to location of such office or agency. At all reasonable times the Security Register shall be bound available for inspection by the terms of the Agreement, upon Trustee. Upon surrender for registration of transfer of any Note Security of either Series at its principal executive officethe office or agency of the Partnership maintained pursuant to Section 1002 for such purpose, the Company Partnership shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same Series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawtenor. At the option of a the Holder, Notes Securities of either Series (except a Global Security) may be exchanged for other Notes Securities of the same Series, of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law tenor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Partnership shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Original Floating Rate Securities or of Original Fixed Rate Securities for Exchange Securities of the same Series shall occur until a registration statement for the issuance of the Exchange Securities shall have been declared effective by the Commission and the Original Floating Rate Securities and the Original Fixed Rate Securities to be exchanged for such Exchange Securities shall be cancelled by the Trustee. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyPartnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyPartnership or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyPartnership and the Security Registrar duly executed, 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 NotesSecurities, but the Partnership 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 Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series, of any authorized denominations requested by the transferee and of like tenor and aggregate principal amount. Subject to this (which denominations shall not be less than $1,000,000 per Notea) and Section 3.05(b), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. Successive registrations and registrations of transfers and exchanges as afore- said may be made from time to time as desired, and each such registration shall be noted on the Security Register. No service charge shall be made for any registration of transfer or exchange of Notes.Securities, 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 Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The issuing Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of such Company in a Place of Payment being herein sometimes collectively referred to as the “Note Security Register”) in which the which, subject to such reasonable regulations as it may prescribe, such Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject The issuing Company, with prior notice to the provisions Trustee, may replace the Security Registrar with an entity that satisfies the eligibility requirements of a Trustee under Section 6.09. The Trustee shall have the right to inspect the register of the Agreement regarding restrictions on transfer Security Registrar at all reasonable times and provided the transferee agrees to be bound by the terms may request and rely upon a certificate of a duly authorized officer of the Agreement, upon Security Registrar as to the names and addresses of Holders and the principal amounts and numbers of the Securities held thereby and such other matters as the Trustee may reasonably request. Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the issuing Company in a Place of Payment for that series, such Company and the Company Guarantor, as applicable, shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by Securities of the transferee (which denominations shall not be less than $1,000,000 per Note)same series, of a any authorized denominations and of like tenor and aggregate principal amount and bearing such restrictive legends as may be required by lawamount. At the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the issuing Company and the Guarantor, as applicable, shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Companyissuing Company and the Guarantor, as applicable, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Companyissuing Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to such Company and the CompanySecurity Registrar duly executed, 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.Securities, but the issuing 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 Securities, other than exchanges pursuant to Section 3.04, 3.06, 9.06 or 11.07 not involving any transfer. The issuing Company shall not and, in the case of BHFC Securities, the Guarantor shall not, be required (A) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3), and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep at its principal executive offices a register (the register maintained in such being herein sometimes collectively referred to as the “Note Register”) in which the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon surrender for registration of transfer of any Note at its principal executive office, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per NoteNote (unless the transferor holds a lesser denomination, in which case no such restriction shall apply)), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law upon surrender of the Notes to be exchanged at the Company’s 's principal executive offices. Whenever any Notes are so surrendered for exchange, the Company shall execute and make available for delivery the Notes 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 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) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, 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.

Registration, Registration of Transfer and Exchange Generally. Certain Transfers and Exchanges; Securities Act Legends (a) Registration, Registration of Transfer and Exchange Generally The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a place of payment (the “Place of Payment”) being herein sometimes collectively referred to as the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. Subject The Trustee is hereby appointed Co-Registrar and Banco Santander Río S.A. (at its principal office in Buenos Aires, Argentina) is hereby appointed as Registrar for the purpose of registering the Notes and transfers and exchanges of Notes as herein provided. The Note Register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. The Co-Registrar shall give prompt notice to the provisions Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of Notes. As long as it is required by Argentine law or by the CNV, the Registrar shall keep a duplicate of the Agreement regarding restrictions on transfer and provided Note Register in the transferee agrees to be bound by the terms of the Agreement, upon Spanish language in Argentina. Upon surrender for registration of transfer of any Note of a series at its principal executive officean office or agency of the Company designated pursuant to Section 10.3 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in of the same series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by lawthis Indenture. At the option of a the Holder, Notes may be exchanged for other Notes of the same series of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Trustee shall authenticate and deliver, the Notes that 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 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 CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Trustee duly executed, 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 or the 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 Sections 3.4, 9.5 and 11.4(1) not involving any transfer. If the Notes of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange any Note of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Notes selected for redemption under Section 11.3 and ending at the close of business on the day of such 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.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note Register”"SECURITY REGISTER") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Noteand of like tenor and aggregate principal amount. Subject to this Section 3.05(a) and Section 3.05(b), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Security Register. No service charge shall be made for any registration of transfer or exchange of Notes.Securities, 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 Securities, other than exchanges pursuant to Section 3.04, Section 9.04or Section 11.03 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.02(b) and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 10.02 being ----- herein sometimes collectively referred to as the “Note Register”"SECURITY REGISTER") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "SECURITY REGISTRAR" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 10.02 for such purpose, the ----- Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, and subject to the other provisions of this Section 3.06, Securities may be exchanged for other Securities of any authorized ---- denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate and make available for delivery delivery, the Notes that Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, 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 Securities, other than exchanges pursuant to Sections 3.03, 3.04, 3.05, 3.06, or 9.06 not involving any ---- ---- ---- ---- ---- transfer.

Registration, Registration of Transfer and Exchange Generally. The Company Operating Partnership shall keep cause to be kept at its principal executive offices an office or agency of the Security Registrar in The City of New York a register (the register maintained in such office or in any other office or agency of the Operating Partnership in a Place of Payment being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Operating Partnership shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject The Operating Partnership shall, prior to the provisions issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at First Union National Bank, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the initial office or agency in The City of New York where the Security Register will be maintained. The Operating Partnership may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Operating Partnership will give prompt written notice to the Trustee of any change of the Agreement regarding restrictions on transfer and provided Security Registrar or of the transferee agrees to location of such office or agency. At all reasonable times the Security Register shall be bound available for inspection by the terms of the Agreement, upon Trustee. Upon surrender for registration of transfer of any Note Security at its principal executive officethe office or agency of the Operating Partnership maintained pursuant to Section 1002 for such purpose, the Company Operating Partnership shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawtenor. At the option of a the Holder, Notes Securities (except a Global Security) may be exchanged for other Notes Securities, of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law tenor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Operating Partnership shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Original Securities for Exchange Securities shall occur until a registration statement for the issuance of the Exchange Securities shall have been declared effective by the Commission and the Original Securities to be exchanged for such Exchange Securities shall be cancelled by the Trustee. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyOperating Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyOperating Partnership or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyOperating Partnership and the Security Registrar duly executed, 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.Securities, but the Operating Partnership 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 Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. Neither the Trustee nor the Operating Partnership shall be required (1) to issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such being office and in any other office of agency of the Company in a Place of Payment are herein sometimes collectively referred to as the “Note Register”"SECURITY REGISTER") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby initially appointed "SECURITY REGISTRAR" for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment, the Company and the Guarantor shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series having duly executed Guarantees endorsed thereon, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Noteand of like tenor and aggregate principal amount. Subject to Section 305(b), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities and Guarantees issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyCompany and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities and Guarantees surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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.Securities, 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. 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 Security (including any transfers between beneficial owners of any Global Security) 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. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series (or of that series and specified tenor, as the case may be) selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Security Registrar designated pursuant to this Section 3.05 a register (being the combined register maintained in such being of the Security Registrar and all Co-Security Registrars and herein sometimes collectively referred to as the “Note Security Register”) in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. Xxxxx Fargo Bank, National Association, is hereby initially appointed Security Registrar, and exchanges the Trustee is hereby initially appointed Co-Security Registrar, in each case for the purpose of Notesregistering Securities and transfers of Securities as herein provided. Subject The Company, with prior notice to the provisions Trustee, may (i) replace the Security Registrar with an entity that satisfies the eligibility requirements of a Trustee under Section 6.09 and (ii) remove or add Co-Security Registrars. A Security Registrar or Co-Security Registrar shall not be liable for the acts or omissions of any other Security Registrar or Co-Security Registrar, as the case may be. The Trustee shall have the right to inspect the register of the Agreement regarding restrictions on Security Registrar (and any Co-Security Registrar) at all reasonable times and may request and rely upon a certificate of a duly authorized officer of the Security Registrar (and any Co-Security Registrar) as to the names and addresses of Holders and the principal amounts and numbers of the Securities held thereby and such other matters as the Trustee may reasonably request. In addition to any Security Register described in the foregoing paragraph, a register of the Securities will be kept at the registered office of the Company, for Luxembourg law purposes. Upon written request from the Company, the Registrar shall provide the Company with a copy of the Security Register to enable it to maintain a register of the Securities at its registered office. The Company accepts any copy of the register as correspondence and document recording the transfer of any Securities and provided the transferee agrees to be bound by update its register upon receipt of such copy. The Company hereby initially selects the terms Corporate Trust Office of the AgreementTrustee, upon located at Xxxxx Fargo Bank, National Association, Corporate Trust Services, 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx, Attn: Administrator for Medtronic, as the office or agency of the Company in the Minneapolis, Minnesota, where the Securities may be presented or surrendered for payment and where the Securities may be surrendered for registration of transfer or exchange in accordance with Section 10.02. Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by Securities of the transferee (which denominations shall not be less than $1,000,000 per Note)same series, of a any authorized denominations and of like tenor and aggregate principal amount and bearing such restrictive legends as may be required by laweach Guarantor shall execute any Note Guarantees thereon. At the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receivereceive and each Guarantors shall execute any Note Guarantees thereon. All Notes Securities and any Note Guarantees thereon issued upon any registration of transfer or exchange of Notes guaranteed Securities shall be the valid obligations of the CompanyCompany and the Guarantors, as applicable, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities and any Guarantees thereon surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. The transferor 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 Section 6045 of the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. No service charge shall be made for any registration of transfer or exchange of Notes.Securities, 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 Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.7 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3), and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company Issuer shall keep cause to be kept at its principal executive offices 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 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Such Security Register shall distinguish between Initial Securities and Exchange Securities. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees limitations applicable to be bound by the terms of the AgreementGlobal Securities, upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Issuer designated pursuant to Section 1002 for such purpose, the Company Issuer shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and tenor and bearing such restrictive legends as may be required by law this Indenture, each such new Security having endorsed thereon the Parent Guaranties executed by the Parent Guarantor. At the option of the Holder, Securities (except Global Securities) may be exchanged for other Securities of any authorized denominations, of a like aggregate principal amount and tenor and bearing such restrictive legends as may be required by this Indenture, each such new Security having endorsed thereon the Parent Guaranties executed by the Parent Guarantor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Issuer shall execute execute, and the Trustee shall authenticate and make available for delivery delivery, the Notes that Securities having endorsed thereon the Parent Guaranties executed by the Parent Guarantor which the Holder making the exchange is entitled to receive. All Notes Securities and the Parent Guaranties endorsed thereon issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyIssuer and the Parent Guarantor, evidencing the same debt, and (except for the differences between Initial Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities and Parent Guaranties endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by Issuer or the CompanyTrustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyIssuer and the Security Registrar duly executed, 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 NotesSecurities, but the 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 Securities, other than exchanges pursuant to Section 303, 304, 305, 306 or 906 not involving any transfer. The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1301 or Section 1403 and ending at the close of business on the day of such mailing or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The issuing Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of such Company in a Place of Payment being herein sometimes collectively referred to as the “Note Security Register”) in which the which, subject to such reasonable regulations as it may prescribe, such Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject The issuing Company, with prior notice to the provisions Trustee, may replace the Security Registrar with an entity that satisfies the eligibility requirements of a Trustee under Section 6.09. The Trustee shall have the right to inspect the register of the Agreement regarding restrictions on transfer Security Registrar at all reasonable times and provided the transferee agrees to be bound by the terms may request and rely upon a certificate of a duly authorized officer of the Agreement, upon Security Registrar as to the names and addresses of Holders and the principal amounts and numbers of the Securities held thereby and such other matters as the Trustee may reasonably request. Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the issuing Company in a Place of Payment for that series, such Company and the Company Guarantor, as applicable, shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by Securities of the transferee (which denominations shall not be less than $1,000,000 per Note)same series, of a any authorized denominations and of like tenor and aggregate principal amount and bearing such restrictive legends as may be required by lawamount. At the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominationsdenominations and of like tenor and aggregate xxxxxxxxx xxxxxx, of a like aggregate principal amount and bearing such restrictive legends as may be required by law upon surrender xxxx xxxxxxxxx of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the issuing Company and the Guarantor, as applicable, shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Companyissuing Company and the Guarantor, as applicable, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Companyissuing Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to such Company and the CompanySecurity Registrar duly executed, 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.Securities, but the issuing 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 Securities, other than exchanges pursuant to Section 3.04, 3.06, 9.06 or 11.07 not involving any transfer. If the Securities of any series are to be redeemed in part, the issuing Company shall not and, in the case of BHFC Securities, the Guarantor shall not, be required (A) to issue, register the transfer of or exchange Securities of such series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3), and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note "Securities Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer of any Note Security of any series at its principal executive officethe office or agency in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawtenor. At Subject to this Section 305(a) and to Section 305(b), at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law tenor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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.Securities, 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company ------------------------------------------------------------- Issuer shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Such Security Register shall distinguish between Original Securities, Additional Securities and Exchange Securities and between Dollar Securities and Euro Securities. Subject to the other provisions of the Agreement this Indenture regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreementtransfer, upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Issuer designated pursuant to Section 1002 for such purpose, the Company Issuer shall execute execute, and the Trustee or Authentication Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note)Securities of any authorized denominations, of a like currency and aggregate principal amount and bearing such restrictive legends as may be required by lawthis Indenture. At the option of a the Holder, Notes and subject to the other provisions of this Section 306, Securities may be exchanged for other Notes Securities of any authorized denominations, of a like currency and -50- aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Issuer shall execute execute, and the Trustee or Authentication Agent shall authenticate and make available for delivery delivery, the Notes that Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyIssuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the CompanyIssuer and the Security 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 NotesSecurities, but the 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 Securities, other than exchanges pursuant to Sections 304, 305, 306, 906, 1015, 1016 or 1108 not involving any transfer. The Issuer and the Trustee shall not be required (i) to issue, register the transfer of, or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, and provided that the other requirements of this Section 306 have been satisfied, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, and subject to the other provisions of this Section 306, Securities may be exchanged for other Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of NotesSecurities, 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 Securities, other than exchanges pursuant to Section 304, 906 or 1108 or in accordance with any Offer to Purchase pursuant to Section 1013 and 1017 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 10.02 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 10.02 for such purpose, the Company shall execute execute, and the Trustee shall, as soon as practicable thereafter, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, and subject to the other provisions of this Section 3.06, Securities may be exchanged for other Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall, as soon as practicable thereafter, authenticate and make available for delivery delivery, the Notes that Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, 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 Securities, other than exchanges pursuant to Sections 3.03, 3.04, 3.05, 3.06, or 9.06 not involving any transfer.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such being office and in any other office of agency of the Company in a Place of Payment are herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby initially appointed "Security Registrar" for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Noteand of like tenor and aggregate principal amount. Subject to Section 305(b), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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.Securities, 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. 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 Security (including any transfers between beneficial owners of any Global Security) 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. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Fiscal Agent a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to this Fiscal Agency Agreement being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Fiscal Agent is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to this Fiscal Agency Agreement for such purpose, the Company shall execute execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law upon surrender of this Fiscal Agency Agreement, each such new Security having endorsed thereon the Notes to be exchanged at Guarantee executed by the Company’s principal executive offices. Whenever any Notes are so surrendered for exchange, the Company shall execute and make available for delivery the Notes that the Holder making the exchange is entitled to receiveGuarantor. All Notes Securities and the Guarantees endorsed thereon issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyCompany and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Fiscal Agency Agreement, as the Notes Securities and Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, 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 Securities, other than exchanges pursuant to Section 3.3, 3.4, 3.5 or 8.7 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 8.3 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such being office and in any other office of agency of the Company in a Place of Payment are herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby initially appointed "Security Registrar" for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Noteand of like tenor and aggregate principal amount. Subject to Section 3.05(b), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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.Securities, 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 Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. 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 Security (including any transfers between beneficial owners of any Global Security) 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. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such Securities of that series (or that series and specified tenor, as the case may be) selected for redemption under Section 11.03 and ending at the close of business on the day after such mailing, or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. Transfer of a Global Security shall be by delivery. The Global Security shall be exchanged by the Company (with authentication by the Trustee) for one or more Definitive Registered Securities, if the Holder so requests, provided, that such Definitive Registered Securities and such Global Security after such exchange shall be in authorized denominations. In addition, if at any time the Company in its sole discretion determines, the Global Security shall be exchanged (in whole but not in part) for one or more Definitive Registered Securities. Whenever all of a Global Security is exchanged for one or more Definitive Registered Securities it shall be surrendered by the Holder thereof to the Trustee for cancellation. Whenever a part of a Global Security is exchanged for one or more Definitive Registered Securities the Global Security shall be surrendered by the Holder thereof to the Trustee who shall cause an adjustment to be made to Schedule A of such Global Security such that the principal amount of such Global Security will be reduced by the portion of such Global Security so exchanged for Definitive Registered Securities. All Definitive Registered Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Holder of the Global Security shall instruct the Trustee. Every Security The Company shall keep cause to be kept at its principal executive offices 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 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Definitive Registered Securities and of transfers of Definitive Registered Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Definitive Registered Securities and exchanges transfers of NotesDefinitive Registered Securities as herein provided. Subject to the provisions Such Security Register of the Agreement regarding restrictions on transfer Definitive Registered Securities shall distinguish between Original Securities and provided the transferee agrees to be bound by the terms of the Agreement, upon Exchange Securities. Upon surrender for registration of transfer of any Note Definitive Registered Security at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Definitive Registered Securities of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and tenor and bearing such restrictive legends reflecting restrictions as may be required by lawthis Indenture. At Subject to Section 305(b), at the option of a the Holder, Notes Definitive Registered Securities may be exchanged for other Notes Definitive Registered Securities of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Definitive Registered Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Definitive Registered Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Definitive Registered Securities which the Holder making the exchange is entitled to receive. All Notes Definitive Registered Securities issued upon any registration of transfer or exchange of Notes Definitive Registered Securities shall be the valid obligations of the Company, evidencing the same debt, and (subject to the provisions in the Original Securities regarding the payment of Special Interest) entitled to the same benefits under this Indenture, as the Notes Definitive Registered Securities surrendered upon such registration of transfer or exchange. Every Note Definitive Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. 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 Security other than to require delivery of In the event that the Company delivers to the Trustee a copy of an Officers' Certificate certifying that a registration statement under the Securities Act with respect to the Exchange Offer has been declared effective by the Commission and that the Company has offered Exchange Securities to the Holders in accordance with the Exchange Offer, the Trustee shall exchange, upon request of any Holder, such Holder's Securities for Exchange Securities upon the terms set forth in the Exchange Offer. Subject to Section 305(b), the Holder of the Global Security may increase the principal amount at maturity of the Global Security held by it by surrendering any Definitive Registered Security registered in its name to the Registrar for cancellation. Upon surrender of such Definitive Registered Security, the Registrar shall forward such Definitive Registered Security to the Trustee for cancellation and the Trustee shall make a notation on Schedule A of the Global Security held by such Holder to increase the principal amount at maturity of such Global Security by an amount equal to the principal amount at maturity of the Definitive Registered Security surrendered for cancellation. No service charge shall be made for any registration of transfer or exchange of NotesDefinitive Registered Securities, 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 Definitive Registered Securities, other than exchanges pursuant to Section 304, 306, 906 or 1108 or in accordance with any Offer to Purchase pursuant to Section 1014 or 1015 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Definitive Registered Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Definitive Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Definitive Registered Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Notes and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Notes as herein provided. Such Security Register shall distinguish between Original Notes and Exchange Notes. Upon surrender for registration of transfer of any Note at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, and provided that the other requirements of this Section 306 have been satisfied, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note)of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by lawthis Indenture. At the option of a the Holder, and subject to the other provisions of this Section 306, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture upon surrender of the Notes to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Trustee shall authenticate and deliver, the Notes that 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 (except for the differences between Original Notes and Exchange Notes provided for herein) 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 CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Note Registrar duly executed, 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 Sections 303, 304, 305, 306, 906, 1016, 1017 or 1109 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of, or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 1105 and ending at the close of business on the day of such 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.

Registration, Registration of Transfer and Exchange Generally. The Company Operating Partnership shall keep cause to be kept at its principal executive offices an office or agency of the Security Registrar in The City of New York a register (the register maintained in such office or in any other office or agency of the Operating Partnership in a Place of Payment being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Operating Partnership shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject The Operating Partnership shall, prior to the provisions issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at [Trustee Address], as the initial office or agency in The City of New York where the Security Register will be maintained. The Operating Partnership may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Operating Partnership will give prompt written notice to the Trustee of any change of the Agreement regarding restrictions on transfer and provided Security Registrar or of the transferee agrees to location of such office or agency. At all reasonable times the Security Register shall be bound available for inspection by the terms of the Agreement, upon Trustee. Upon surrender for registration of transfer of any Note Security at its principal executive officethe office or agency of the Operating Partnership maintained pursuant to Section 1002 for such purpose, the Company Operating Partnership shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawtenor. At the option of a the Holder, Notes Securities (except a Global Security) may be exchanged for other Notes Securities, of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law tenor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Operating Partnership shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Original Securities for Exchange Securities shall occur until a registration statement for the issuance of the Exchange Securities shall have been declared effective by the Commission and the Original Securities to be exchanged for such Exchange Securities shall be cancelled by the Trustee. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyOperating Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyOperating Partnership or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyOperating Partnership and the Security Registrar duly executed, 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.Securities, but the Operating Partnership 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 Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. Neither the Trustee nor the Operating Partnership shall be required (1) to issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices 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 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, Securities may be exchanged for new Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly -45- 58 executed, 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 NotesSecurities, 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 Securities, other than exchanges pursuant to Section 304, 305, 306, 906, 1015, 1017 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and exchanges transfers of NotesSecurities as herein provided. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreement, upon Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Noteand of like tenor and aggregate principal amount. Subject to this Section 305(a) and Section 305(b), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Security Register. No service charge shall be made for any registration of transfer or exchange of Notes.Securities, 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 Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee and in any office or agency to be ascertained by the Company to be a Place of Payment in accordance with Section 10.2, a register for each series of its Securities (the register registers maintained in such the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject The Security 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 Security Register shall be open to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound inspection by the terms Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of the Agreement, upon registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Note Security of any series at its principal executive officethe office or agency of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same series, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required tenor, and having endorsed thereon a Guarantee executed by law. At the Parent.. Subject to this Section 3.5(a) and to Section 3.5(b), at the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denomination and of a like aggregate principal amount and bearing such restrictive legends as may be required by law tenor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities, and the Parent shall execute and make available for delivery the Notes that Guarantees endorsed thereon, which the Holder making the exchange is entitled to receive. All Notes Securities and Guarantees issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyCompany and the Guarantor, respectively, evidencing the same continuing debt, and entitled to the same benefits under this Indenture, as the Notes Securities and the Guarantees surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company, Company and the Security Registrar duly executed by 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.Securities, 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 Securities, other than exchanges pursuant to Section 3.4, 9.6, 11.7 or 13.5 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 11.3 or 12.3 and ending at the close of business on the relevant Redemption Date, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such being office and in any other office or agency designated pursuant to Section 1002 herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and exchanges transfers of Notes. Subject Securities as herein provided; provided that the Company may, from time to time, designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the provisions of Securities, with notice to the Agreement regarding restrictions on transfer Trustee and as provided in Section 106 to the transferee agrees to Holders. At all reasonable times the Security Register shall be bound open for inspection by the terms of Company. In the Agreementevent that the Trustee shall not be the Security Registrar, upon it shall have the right to examine the Security Register at all reasonable times. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 1002, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities of the same Series and of like tenor of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawamount. At the option of a the Holder, Notes Securities may be exchanged for other Notes Securities of the same Series and of like tenor of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law upon xxxxxxxxx xxxxxxxxx xxxxxx, xxxx surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities of the same Series and of like tenor which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities of the same Series and of like tenor shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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.Securities, 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 Securities, other than exchanges pursuant to Section 304 or 906 not involving any transfer. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture, each such new Security having endorsed thereon the Senior Subordinated Guarantee executed by each Guarantor. At the option of the Holder, and subject to the other provisions of this Section 306, Securities may be exchanged for other Securities of any authorized denominations, of a like aggregate principal amount, each such new Security having endorsed thereon the Senior Subordinated Guarantee executed by each Guarantor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities and the Senior Subordinated Guarantees endorsed thereon issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyCompany and the respective Guarantors, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities and Senior Subordinated Guarantees endorsed thereon, respectively, surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, 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 Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 906, 1014, 1015 or 1109 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1105 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices 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 11.02 being herein sometimes collectively referred to as the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Such Note Register shall distinguish between Initial Notes and Exchange Notes. Subject to the provisions of the Agreement regarding restrictions on transfer and provided the transferee agrees limitations applicable to be bound by the terms of the AgreementGlobal Notes, upon surrender for registration of transfer of any Note at its principal executive officean office or agency of the Company designated pursuant to Section 11.02 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note)of any authorized denominations, of a like aggregate principal amount and tenor and bearing such restrictive legends as may be required by lawthis Indenture. At the option of a the Holder, Notes (except Global Notes) may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and tenor and bearing such restrictive legends as may be required by law this Indenture, upon surrender of the Notes to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate and make available for delivery delivery, the Notes that 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, Company evidencing the same debt, and (except for the differences between Initial Notes and Exchange Notes provided for herein) 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) be duly endorsed, Company or be accompanied by a written instrument of transfer in form satisfactory to the Company, 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.the

Registration, Registration of Transfer and Exchange Generally. The Company Partnership shall keep cause to be kept at its principal executive offices an office or agency of the Security Registrar in The City of New York a register (the register maintained in such office or in any other office or agency of the Partnership in a Place of Payment being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject The Partnership shall, prior to the provisions issuance of any Securities hereunder, appoint the Trustee as the initial "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at 00 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as the initial office or agency in The City of New York where the Security Register will be maintained. The Partnership may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Partnership will give prompt written notice to the Trustee of any change of the Agreement regarding restrictions on transfer and provided Security Registrar or of the transferee agrees to location of such office or agency. At all reasonable times the Security Register shall be bound available for inspection by the terms of the Agreement, upon Trustee. Upon surrender for registration of transfer of any Note Security at its principal executive officethe office or agency of the Partnership maintained pursuant to Section 1002 for such purpose, the Company Partnership shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in Securities, of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and bearing such restrictive legends as may be required by lawtenor. At the option of a the Holder, Notes Securities (except a Global Security) may be exchanged for other Notes Securities, of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law tenor, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Partnership shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Original Securities for Exchange Securities shall occur until a registration statement for the issuance of the Exchange Securities shall have been declared effective by the Commission and the Original Securities to be exchanged for such Exchange Securities shall be cancelled by the Trustee. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyPartnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyPartnership or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyPartnership and the Security Registrar duly executed, 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.Securities, but the Partnership 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 Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. Neither the Trustee nor the Partnership shall be required (1) to issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. (a) The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee and any Paying Agent a register (the register maintained in such being herein sometimes collectively referred to as the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges transfer of Notes. Subject Banco Río, as the trustee representative in Argentina is hereby appointed Registrar for the purpose of registering and transferring Notes as herein provided. The Co-Registrar shall also maintain a record of all registration and transfer of the Note. The Co-Registrar shall give prompt notice to the provisions Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of the Agreement regarding restrictions on transfer and provided the transferee agrees to be bound by the terms Notes. Upon surrender of the Agreement, upon surrender any Note for registration of transfer at an office of any Note at its principal executive officethe Registrar, and subject to the other provisions of this Section 3.4, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in of any authorized denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), and of a like aggregate principal amount and amount, each such Note bearing such restrictive legends as may be are required by lawthis Indenture. At the option of a the Holder, and subject to the other provisions of this Section 3.4, Notes may be exchanged for other Notes of the same Series and Tranche of any authorized denominations, denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes are so surrendered for exchange, and subject to the other provisions of this Section 3.4, the Company shall execute and make available for delivery the Trustee shall authenticate and deliver the Notes that 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 debtdebt and, and subject to the other provisions of this Section 3.4, entitled to the same benefits under this Indenture and the Negotiable Obligations Law, 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 CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the CompanyCompany and the 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 of Notes, but the Company, the Trustee or the Paying Agent may require (i) 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 Sections 3.3, 3.4, 8.5 or 10.10 not involving any transfer and (ii) appropriate endorsements and transfer documents. The Company shall not be required to (i) register the transfer of or exchange any Note during a period beginning at the opening of 15 Business Days before (A) the due date for any payment of principal of or interest on the Notes and ending at the close of business on such due date or (B) the day of the mailing of a notice of redemption of Notes selected for redemption under Section 10.6 (Notice of Redemption) and ending at the close of business on the day of such mailing, or (ii) 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.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Notes and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Notes as herein provided. Such Security Register shall distinguish between Original Notes and Exchange Notes. Upon surrender for registration of transfer of any Note at its principal executive officean office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note)of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by lawthis Indenture, each such new Note having endorsed thereon the Senior Subordinated Guarantee executed by each Guarantor. At the option of a the Holder, and subject to the other provisions of this Section 306, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture, each such new Note having endorsed thereon the Senior Subordinated Guarantee executed by each Guarantor, upon surrender of the Notes to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Trustee shall authenticate and deliver, the Notes that which the Holder making the exchange is entitled to receive. All Notes and the Senior Subordinated Guarantees endorsed thereon issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyCompany and the respective Guarantors, evidencing the same debt, and (except for the differences between Original Notes and Exchange Notes provided for herein) entitled to the same benefits under this Indenture, as the Notes and Senior Subordinated Guarantees endorsed thereon, respectively, 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 CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Note Registrar duly executed, 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 Sections 304, 1014, 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of, or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 1105 and ending at the close of business on the day of such 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.

Registration, Registration of Transfer and Exchange Generally. The Company ------------------------------------------------------------- Issuer shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Such Security Register shall distinguish between Original Securities, Additional Securities and Exchange Securities. Subject to the other provisions of the Agreement this Indenture regarding restrictions on transfer and provided the transferee agrees to be bound by the terms of the Agreementtransfer, upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Issuer designated pursuant to Section 1002 for such purpose, the Company Issuer shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, and subject to the other provisions of this Section 306, Securities may be exchanged for other Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Issuer shall execute execute, and the Trustee shall authenticate and make available for delivery delivery, the Notes that Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyIssuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the CompanyIssuer and the Security 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 NotesSecurities, but the 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 Securities, other than exchanges pursuant to Sections 304, 305, 306, 906, 1015, 1016 or 1108 not involving any transfer. The Issuer and the Trustee shall not be required (i) to issue, register the transfer of, or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 10.02 being ----- herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities of such series and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities of such series and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities of such series. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Company designated pursuant to Section 10.02 for such ----- purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), Securities of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes series of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, and subject to the other provisions of this Section 3.06, Securities may be exchanged for other Securities of such ---- series of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officesany such office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and the Trustee shall authenticate and make available for delivery delivery, the Notes that Securities of such series which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities of such series shall be the valid obligations of the Company, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities of such series surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, 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 NotesSecurities, 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 Securities, other than exchanges pursuant to Sections 3.03, 3.04, 3.05, 3.06, or 9.06 not involving any ---- ---- ---- ---- ---- transfer.

Registration, Registration of Transfer and Exchange Generally. The Company shall keep cause to be kept at its principal executive offices the Corporate Trust Office of the Security Registrar designated pursuant to this Section 3.05 a register (being the combined register maintained in such being of the Security Registrar and all Co-Security Registrars and herein sometimes collectively referred to as the “Note Security Register”) in which which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of Securities. Xxxxx Fargo Bank, National Association, is hereby initially appointed Security Registrar, and exchanges the Trustee is hereby initially appointed Co-Security Registrar, in each case for the purpose of Notesregistering Securities and transfers of Securities as herein provided. Subject The Company, with prior notice to the provisions Trustee, may (i) replace the Security Registrar with an entity that satisfies the eligibility requirements of a Trustee under Section 6.09 and (ii) remove or add Co-Security Registrars. A Security Registrar or Co-Security Registrar shall not be liable for the acts or omissions of any other Security Registrar or Co-Security Registrar, as the case may be. The Trustee shall have the right to inspect the register of the Agreement regarding restrictions on transfer Security Registrar (and provided the transferee agrees to be bound by the terms any Co-Security Registrar) at all reasonable times and may request and rely upon a certificate of a duly authorized officer of the AgreementSecurity Registrar (and any Co-Security Registrar) as to the names and addresses of Holders and the principal amounts and numbers of the Securities held thereby and such other matters as the Trustee may reasonably request. The Company hereby initially selects the Corporate Trust Office of the Trustee, upon located at Xxxxx Fargo Bank, National Association, Corporate Trust Services, 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx, Attn: Administrator for Medtronic, as the office or agency of the Company in the Minneapolis, Minnesota, where the Securities may be presented or surrendered for payment and where the Securities may be surrendered for registration of transfer or exchange in accordance with Section 10.02. Upon surrender for registration of transfer of any Note Security of a series at its principal executive officethe office or agency of the Company in a Place of Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by Securities of the transferee (which denominations shall not be less than $1,000,000 per Note)same series, of a any authorized denominations and of like tenor and aggregate principal amount and bearing such restrictive legends as may be required by laweach Guarantor shall execute any Note Guarantees thereon. At the option of a the Holder, Notes Securities of any series may be exchanged for other Notes Securities of the same series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount and bearing such restrictive legends as may be required by law amount, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receivereceive and each Guarantors shall execute any Note Guarantees thereon. All Notes Securities and any Note Guarantees thereon issued upon any registration of transfer or exchange of Notes guaranteed Securities shall be the valid obligations of the CompanyCompany and the Guarantors, as applicable, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Securities and any Guarantees thereon surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyCompany or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyCompany and the Security Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. The transferor 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 Section 6045 of the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. No service charge shall be made for any registration of transfer or exchange of Notes.Securities, 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 Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.7 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3), and (4) below shall apply only to Global Securities:

Registration, Registration of Transfer and Exchange Generally. The Company Issuers shall keep cause to be kept at its principal executive offices 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 1002 being herein sometimes collectively referred to as the “Note "Security Register”") in which which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall provide for the registration of Notes Securities and of transfers and exchanges of NotesSecurities. Subject to The Trustee is hereby appointed "Security Registrar" for the provisions purpose of the Agreement regarding restrictions on transfer registering Securities and provided the transferee agrees to be bound by the terms transfers and exchanges of the Agreement, upon Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Note Security at its principal executive officean office or agency of the Issuers designated pursuant to Section 1002 for such purpose, the Company Issuers shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in denominations requested by the transferee (which denominations shall not be less than $1,000,000 per Note), of a like aggregate principal amount and bearing such restrictive legends as may be required by law. At the option of a Holder, Notes may be exchanged for other Notes Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by law this Indenture. At the option of the Holder, Securities may be exchanged for new Securities of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Notes Securities to be exchanged at the Company’s principal executive officessuch office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company Issuers shall execute execute, and make available for delivery the Notes that Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and (except for the differences between Original Securities and Exchange Securities provided for herein) entitled to the same benefits under this Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall (if so required by the CompanyIssuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the CompanyIssuers and the Security Registrar duly executed, 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 NotesSecurities, but the 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 Securities, other than exchanges pursuant to Section 304, 305, 306, 906, 1014 or 1016 not involving any transfer. The Issuers shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.