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

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept a register (herein sometimes referred to as the "SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined by the Company, by Board Resolution, the Security Register initially shall be kept at the Principal Office of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept Co-Registrar will keep a register (herein sometimes referred to as the "SECURITY REGISTER"“Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide English language at its office in New York City for the registration of Securities ownership, exchange and of transfers transfer of Securities. Unless and until otherwise determined by In the Company, by Board Resolutioncase of the replacement of any of the Securities, the Security Register initially shall be kept at the Principal Office will include notations of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agencyso replaced, and the Company shall execute Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the date on which such Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receivewas cancelled. The Company Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Securities and any payment instructions with respect thereto (if different from a Holder’s registered address). The Co-Registrar shall not be required at all reasonable times during office hours make the Register available to make IRSA PC or any exchange Person authorized by IRSA PC in writing for inspection and for taking copies thereof or effect registration extracts therefrom, and at the expense and written direction of transfer IRSA PC, the Co-Registrar shall deliver to such Persons all lists of Holders of Securities, their addresses and amounts of such holdings as IRSA PC may request. The Registrar shall maintain a duplicate register at its office in the City of Buenos Aires, Argentina to the extent permitted by applicable Argentine law in written or electronic form in the Spanish language. (i) Subject to Section 2.10(b)(ii) and such reasonable and customary regulations as IRSA PC may from time to time prescribe, transfers of any Certificated Security which shall have been designated for redemption in whole or in part except, in pursuant to this Section 2.10(a) must be made at the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion relevant office of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) the relevant Transfer Agent that may be appointed by IRSA PC, by delivery of such Certificated Security with the form of transfer thereon duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company IRSA PC and the Security Co-Registrar or any Security Co-Registrar) other Transfer Agent, as the case may be, duly executed by, by the registered holder Holder thereof or by his attorney such registered Holder’s attorney-in-fact duly authorized in writing. If at In exchange for any time the Depositary Certificated Security properly presented for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01transfer, the Company Trustee shall appoint a successor Depositary with respect promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Co-Registrar or at the office of any Transfer Agent, as the case may be, to the Securities of such series. If a successor Depositary for transferee or send by mail (at the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount risk of the transferee) to such address as the transferee may request, a Certificated Security or Securities in global form representing the name of such series transferee and for the same aggregate principal amount as shall have been transferred. Subject to the minimum denomination requirements, if any, set forth in exchange for the terms of a particular Series of Securities established pursuant to Section 2.3, in the case of the transfer of any Certificated Security in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Co-Registrar or at the office of any Transfer Agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Security or Securities registered in global form. The Company may at any time the name of the transferor and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global formthat was not transferred. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Certificated Securities may surrender a Security in global form also be exchanged for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or other Certificated Securities of the same series Series in any authorized denominations and of the same tenor, in authorized denominations, in equal aggregate principal amount equal to and in exchange for of Securities of such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the differenceSeries, subject to, if any, between the principal minimum denomination requirements set forth in the applicable resolution of the Board of Directors or an indenture supplemental hereto. Unless otherwise specified in the applicable resolution of the Board of Directors or an indenture supplemental hereto, Certificated Securities held by Qualified Institutional Buyers may be exchanged for beneficial interests in a Rule 144A Global Security representing Securities of the same Series. In exchange for any such Certificated Security, the Trustee will increase the amount of the surrendered relevant Rule 144A Global Security in 15 global form and by the aggregate principal amount of such Certificated Security and will cause the definitive Co-Registrar to make the appropriate entries in the Register indicating a transfer of a beneficial interest to such Qualified Institutional Buyer or to a participant in the relevant Depositary specified by such Qualified Institutional Buyer. Except as specified in this paragraph and in Section 2.11, Certificated Securities delivered to holders pursuant to will not be exchangeable for interests in Global Securities. (ii) If IRSA PC notifies the Trustee in writing that Certificated Securities are issued in reliance on the exemption from registration afforded by Rule 144A, issued upon transfer or exchange of any such Security (other than in accordance with clause (a2 of this Section 2.10(a)(ii)) above. Upon the or issued upon exchange of a Rule 144A Global Security in global form for Securities in definitive formpursuant to Section 2.7, prior to the date which is one (1) year after the Original Issue Date of any such Security (or of such Rule 144A Global Security, as the case may be) (provided that IRSA PC or any affiliate thereof has not acquired such Security during such one (1) year period) or in global form the case of any other “restricted security” (as defined in Rule 144), the Co-Registrar, as Transfer Agent, shall be cancelled by not register the Trustee transfer or an agent exchange of such Security (other than pursuant to Section 2.11) unless: (1) either the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Co-Registrar in writing that such registered Holder intends to rely or is relying on the exemption from the registration requirements of the Company Securities Act provided by Rule 144A thereunder in making such transfer or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for Person presenting such Security in global formfor transfer (if other than the registered Holder or its attorney-in-fact), pursuant to instructions from or its direct or indirect participants or otherwiseattorney-in-fact, shall instruct have advised the Trustee or an agent of the Company or the Trustee Co-Registrar in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat writing that the Person in whose name any the Security is to be registered as in the absolute Register upon transfer (and each beneficial owner of such Security) is a Qualified Institutional Buyer and that such Person or Persons have been advised that the Security (whether has been sold or not transferred to it in reliance upon Rule 144A; or either the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Co-Registrar in writing that the registered Holder intends to rely or is relying on the exemption from the registration requirements of the Securities Act provided by Regulation S or the Person presenting such Security for transfer (if other than the registered Holder or its attorney-in-fact), or its attorney-in-fact, shall have advised the Co-Registrar in writing that the Security has been sold or transferred to it in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S; or (2) such Security is to be overdue and notwithstanding any notation registered in the Register upon transfer in the name of ownership a Dealer, its nominee or other IRSA PC; or (3) the Person presenting the Security for transfer, or its attorney-in-fact, shall have advised the Trustee in writing thereon) for all purposes whatsoever (subject to that another exemption from the provisions set forth herein relating to Record Dates and record dates for registration requirements of the payment Securities Act is available, including the exemption provided by Rule 144, which is confirmed in an opinion of any defaulted interest)counsel, and the Company and Co-Registrar has received the Trustee, and the agents written consent of either, shall not be affected by any notice IRSA PC to the contraryregistration of such transfer, in which event the Co-Registrar shall register such transfer only in accordance with the conditions of such consent. For purposes of this Section 2.10(a)(ii), any such advice to the Trustee in writing may be in the form of a letter, notice or other written document, including, with respect to clauses (1), (2) and (3) above, by appropriate notation on the transfer notice set forth on such Security. None of the CompanyTrustee, the Trustee, Co-Registrar or any Authenticating Agent, Transfer Agent shall register the transfer of or exchange of Certificated Securities for a period of fifteen (15) days preceding the due date for any paying agent or payment of interest on the Security Registrar will have any responsibility or liability during the period of thirty (30) days ending on the due date for any aspect payment of principal on the records relating to Security. Neither the Co-Registrar or payments made on account any Transfer Agent shall register the transfer of beneficial ownership interests of a Security in global form or exchange any Securities previously called for maintaining, supervising redemption or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositarytendered for repurchase.

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept Co-Registrar will keep a register (herein sometimes referred to as the "SECURITY REGISTER"“Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide English language at its office in New York City for the registration of Securities ownership, exchange and of transfers transfer of Securities. Unless and until otherwise determined by In the Company, by Board Resolutioncase of the replacement of any of the Securities, the Security Register initially shall be kept at the Principal Office will include notations of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agencyso replaced, and the Company shall execute Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the date on which such Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receivewas cancelled. The Company Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Securities and any payment instructions with respect thereto (if different from a Holder’s registered address). The Co-Registrar shall not be required at all reasonable times during office hours make the Register available to make IRSA PC or any exchange Person authorized by IRSA PC in writing for inspection and for taking copies thereof or effect registration extracts therefrom, and at the expense and written direction of transfer IRSA PC, the Co-Registrar shall deliver to such Persons all lists of Holders of Securities, their addresses and amounts of such holdings as IRSA PC may request. The Registrar shall maintain a duplicate register at its office in the City of Buenos Aires, Argentina to the extent permitted by applicable Argentine law in written or electronic form in the Spanish language. (i) Subject to Section 2.10(b)(ii) and such reasonable and customary regulations as IRSA PC may from time to time prescribe, transfers of any Certificated Security which shall have been designated for redemption in whole or in part except, in pursuant to this Section 2.10(a) must be made at the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion relevant office of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) the relevant Transfer Agent that may be appointed by IRSA PC, by delivery of such Certificated Security with the form of transfer thereon duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company IRSA PC and the Security Co-Registrar or any Security Co-Registrar) other Transfer Agent, as the case may be, duly executed by, by the registered holder Holder thereof or by his attorney such registered Holder’s attorney-in-fact duly authorized in writing. If at In exchange for any time the Depositary Certificated Security properly presented for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01transfer, the Company Trustee shall appoint a successor Depositary with respect promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Co-Registrar or at the office of any Transfer Agent, as the case may be, to the Securities of such series. If a successor Depositary for transferee or send by mail (at the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount risk of the transferee) to such address as the transferee may request, a Certificated Security or Securities in global form representing the name of such series transferee and for the same aggregate principal amount as shall have been transferred. Subject to the minimum denomination requirements, if any, set forth in exchange for the terms of a particular Series of Securities established pursuant to Section 2.3, in the case of the transfer of any Certificated Security in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Co-Registrar or at the office of any Transfer Agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Security or Securities registered in global form. The Company may at any time the name of the transferor and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global formthat was not transferred. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Certificated Securities may surrender a Security in global form also be exchanged for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or other Certificated Securities of the same series Series in any authorized denominations and of the same tenor, in authorized denominations, in equal aggregate principal amount equal to and in exchange for of Securities of such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the differenceSeries, subject to, if any, between the principal minimum denomination requirements set forth in the applicable resolution of the Board of Directors or an indenture supplemental hereto. Unless otherwise specified in the applicable resolution of the Board of Directors or an indenture supplemental hereto, Certificated Securities held by Qualified Institutional Buyers may be exchanged for beneficial interests in a Rule 144A Global Security representing Securities of the same Series. In exchange for any such Certificated Security, the Trustee will increase the amount of the surrendered relevant Rule 144A Global Security in 15 global form and by the aggregate principal amount of such Certificated Security and will cause the definitive Co-Registrar to make the appropriate entries in the Register indicating a transfer of a beneficial interest to such Qualified Institutional Buyer or to a participant in the relevant Depositary specified by such Qualified Institutional Buyer. Except as specified in this paragraph and in Section 2.11, Certificated Securities delivered to holders pursuant to will not be exchangeable for interests in Global Securities. (ii) If IRSA PC notifies the Trustee in writing that Certificated Securities are issued in reliance on the exemption from registration afforded by Rule 144A, issued upon transfer or exchange of any such Security (other than in accordance with clause (a2 of this Section 2.10(a)(ii)) above. Upon the or issued upon exchange of a Rule 144A Global Security in global form for Securities in definitive formpursuant to ‎Section 2.7, prior to the date which is one (1) year after the Original Issue Date of any such Security (or of such Rule 144A Global Security, as the case may be) (provided that IRSA PC or any affiliate thereof has not acquired such Security during such one (1) year period) or in global form the case of any other “restricted security” (as defined in Rule 144), the Co-Registrar, as Transfer Agent, shall be cancelled by not register the Trustee transfer or an agent exchange of such Security (other than pursuant to Section 2.11) unless: (1) either the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Co-Registrar in writing that such registered Holder intends to rely or is relying on the exemption from the registration requirements of the Company Securities Act provided by Rule 144A thereunder in making such transfer or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for Person presenting such Security in global formfor transfer (if other than the registered Holder or its attorney-in-fact), pursuant to instructions from or its direct or indirect participants or otherwiseattorney-in-fact, shall instruct have advised the Trustee or an agent of the Company or the Trustee Co-Registrar in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat writing that the Person in whose name any the Security is to be registered as in the absolute Register upon transfer (and each beneficial owner of such Security) is a Qualified Institutional Buyer and that such Person or Persons have been advised that the Security (whether has been sold or not transferred to it in reliance upon Rule 144A; or either the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Co-Registrar in writing that the registered Holder intends to rely or is relying on the exemption from the registration requirements of the Securities Act provided by Regulation S or the Person presenting such Security for transfer (if other than the registered Holder or its attorney-in-fact), or its attorney-in-fact, shall have advised the Co-Registrar in writing that the Security has been sold or transferred to it in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S; or (2) such Security is to be overdue and notwithstanding any notation registered in the Register upon transfer in the name of ownership a Dealer, its nominee or other IRSA PC; or (3) the Person presenting the Security for transfer, or its attorney-in-fact, shall have advised the Trustee in writing thereon) for all purposes whatsoever (subject to that another exemption from the provisions set forth herein relating to Record Dates and record dates for registration requirements of the payment Securities Act is available, including the exemption provided by Rule 144, which is confirmed in an opinion of any defaulted interest)counsel, and the Company and Co-Registrar has received the Trustee, and the agents written consent of either, shall not be affected by any notice IRSA PC to the contraryregistration of such transfer, in which event the Co-Registrar shall register such transfer only in accordance with the conditions of such consent. For purposes of this Section 2.10(a)(ii), any such advice to the Trustee in writing may be in the form of a letter, notice or other written document, including, with respect to clauses (1), (2) and (3) above, by appropriate notation on the transfer notice set forth on such Security. None of the CompanyTrustee, the Trustee, Co-Registrar or any Authenticating Agent, Transfer Agent shall register the transfer of or exchange of Certificated Securities for a period of fifteen (15) days preceding the due date for any paying agent or payment of interest on the Security Registrar will have any responsibility or liability during the period of thirty (30) days ending on the due date for any aspect payment of principal on the records relating to Security. Neither the Co-Registrar or payments made on account any Transfer Agent shall register the transfer of beneficial ownership interests of a Security in global form or exchange any Securities previously called for maintaining, supervising redemption or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositarytendered for repurchase.

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept a register (herein sometimes referred to Bank of New York Mellon, acting as the "SECURITY REGISTER") in whichCompany’s agent for such purposes (the “Registrar”), subject to such reasonable regulations as it may prescribe, the Company shall provide will keep books for the registration registration, transfer and exchange of the Securities and at the Specified Corporate Trust Office of transfers the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. Unless and until otherwise determined The Bank of New York Mellon is hereby appointed by the Company, by Board Resolutionand accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar shall upon prior written request make the Register initially and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be kept at in written form in the Principal Office English language or in any other form capable of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for being converted into such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRARform within a reasonable time." (b) Upon surrender due presentation for registration of transfer of any Registered Security of any series at any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 8.02 for such purpose or at the office of any Security Co-Registrar3.02, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate Securities and deliver in the name or names of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for a like aggregate principal amount, in such authorized denomination . Any Security or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable may be exchanged for a Security or Securities of such the same series in other authorized denominations and of a like denominations, in an equal aggregate principal amount. Securities of any series to be exchanged as aforesaid shall be surrendered for that purpose at any office or agency to be maintained by the registered holder thereof at such offices or agencyCompany for the purpose as provided in Section 3.02, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as of the Securityholder same series which the Holder making the exchange shall have requested and shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. The Company shall not be required to make any exchange or effect registration of register a transfer of (ia) any Security which shall have been designated Securities of any series for a period of 15 days next preceding the first mailing of a notice of redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption in whole or in part except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (c) Transfer, registration and exchange shall be permitted as provided in this Section 2.08 without any charge to the Securityholder except for registration the expenses of transfer, exchange or payment shall delivery (if so required any) not made by regular mail (such delivery to be at the sole risk and expense of the transferee or holder, as applicable) and except, if the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed byshall so require, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable stamp duty, tax or other governmental charge payable or insurance charge that may be imposed in connection therewithrelation thereto. The Company and Registration of the Trustee, and transfer of a Security by the agents of either, may deem and treat Registrar shall be deemed to be the Person in whose name any Security is registered as the absolute owner sole acknowledgment of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None transfer on behalf of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept a register (herein sometimes referred to will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of The Bank of New York Mellon, acting as the "SECURITY REGISTER") Company’s agent for such purposes (the “Registrar”). The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined The Bank of New York Mellon is hereby appointed by the Company, by Board Resolutionand accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid, fully or partially written down, written up or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the full or partial write-down, write-up or the cancellation of any of the Securities, such records will include notations of each Security so fully or partially written down, written up or cancelled and the date on which such Security was fully or partially written down, written up or cancelled. The Registrar shall upon prior written request make the Register initially and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be kept at in written form in the Principal Office English language or in any other form capable of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for being converted into such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRARform within a reasonable time." (b) Upon surrender due presentation for registration of transfer of any Registered Security of any series at any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 8.02 for such purpose or at the office of any Security Co-Registrar3.02, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate Securities and deliver in the name or names of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for a like aggregate principal amount, in such authorized denomination . Any Security or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable may be exchanged for a Security or Securities of such the same series in other authorized denominations and of a like denominations, in an equal aggregate principal amount. Securities of any series to be exchanged as aforesaid shall be surrendered for that purpose at any office or agency to be maintained by the registered holder thereof at such offices or agencyCompany for the purpose as provided in Section 3.02, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as of the Securityholder same series which the Holder making the exchange shall have requested and shall be entitled to receive, bearing numbers not contemporaneously Outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. The Company shall not be required to make any exchange or effect registration of register a transfer of (ia) any Security which shall have been designated Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of the Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption in whole or in part except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Perpetual Subordinated Indenture, as the Securities surrendered upon such transfer or exchange. (c) Transfer, registration and exchange shall be permitted as provided in this Section 2.08 without any charge to the Securityholder except for registration the expenses of transfer, exchange or payment shall delivery (if so required any) not made by regular mail (such delivery to be at the sole risk and expense of the transferee or holder, as applicable) and except, if the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed byshall so require, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable stamp duty, tax or other governmental charge payable or insurance charge that may be imposed in connection therewithrelation thereto. The Company and Registration of the Trustee, and transfer of a Security by the agents of either, may deem and treat Trustee shall be deemed to be the Person in whose name any Security is registered as the absolute owner sole acknowledgment of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None transfer on behalf of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept a register (herein sometimes referred to Bank of New York Mellon, acting as the "SECURITY REGISTER") in whichCompany’s agent for such purposes (the “Registrar”), subject to such reasonable regulations as it may prescribe, the Company shall provide will keep books for the registration registration, transfer and exchange of the Securities and at the Specified Corporate Trust Office of transfers the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. Unless and until otherwise determined The Bank of New York Mellon is hereby appointed by the Company, by Board Resolutionand accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, or written down upon a Viability Event, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar shall upon prior written request make the Register initially and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be kept at in written form in the Principal Office English language or in any other form capable of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for being converted into such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRARform within a reasonable time." (b) Upon surrender due presentation for registration of transfer of any Registered Security of any series at any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 8.02 for such purpose or at the office of any Security Co-Registrar3.02, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate Securities and deliver in the name or names of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for a like aggregate principal amount, in such authorized denomination . Any Security or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable may be exchanged for a Security or Securities of such the same series in other authorized denominations and of a like denominations, in an equal aggregate principal amount. Securities of any series to be exchanged as aforesaid shall be surrendered for that purpose at any office or agency to be maintained by the registered holder thereof at such offices or agencyCompany for the purpose as provided in Section 3.02, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as of the Securityholder same series which the Holder making the exchange shall have requested and shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. The Company shall not be required to make any exchange or effect registration of register a transfer of (ia) any Security which shall have been designated Securities of any series for a period of 15 days next preceding the first mailing of a notice of redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption in whole or in part except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (c) Transfer, registration and exchange shall be permitted as provided in this Section 2.08 without any charge to the Securityholder except for registration the expenses of transfer, exchange or payment shall delivery (if so required any) not made by regular mail (such delivery to be at the sole risk and expense of the transferee or holder, as applicable) and except, if the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed byshall so require, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable stamp duty, tax or other governmental charge payable or insurance charge that may be imposed in connection therewithrelation thereto. The Company and Registration of the Trustee, and transfer of a Security by the agents of either, may deem and treat Registrar shall be deemed to be the Person in whose name any Security is registered as the absolute owner sole acknowledgment of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None transfer on behalf of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept a register (herein sometimes referred to will keep books for the registration, transfer and exchange of the Securities at the Specified Corporate Trust Office of The Bank of New York Mellon, acting as the "SECURITY REGISTER") Company’s agent for such purposes (the “Registrar”). The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined The Bank of New York Mellon is hereby appointed by the Company, by Board Resolutionand accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid, written down or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the write-down or the cancellation of any of the Securities, such records will include notations of each Security so written down or cancelled and the date on which such Security was written down or cancelled. The Registrar shall upon prior written request make the Register initially and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be kept at in written form in the Principal Office English language or in any other form capable of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for being converted into such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRARform within a reasonable time." (b) Upon surrender due presentation for registration of transfer of any Registered Security of any series at any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 8.02 for such purpose or at the office of any Security Co-Registrar3.02, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate Securities and deliver in the name or names of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for a like aggregate principal amount, in such authorized denomination . Any Security or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable may be exchanged for a Security or Securities of such the same series in other authorized denominations and of a like denominations, in an equal aggregate principal amount. Securities of any series to be exchanged as aforesaid shall be surrendered for that purpose at any office or agency to be maintained by the registered holder thereof at such offices or agencyCompany for the purpose as provided in Section 3.02, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as of the Securityholder same series which the Holder making the exchange shall have requested and shall be entitled to receive, bearing numbers not contemporaneously Outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. The Company shall not be required to make any exchange or effect registration of register a transfer of (ia) any Security which shall have been designated Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of the Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption in whole or in part except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Fixed-Term Subordinated Indenture, as the Securities surrendered upon such transfer or exchange. (c) Transfer, registration and exchange shall be permitted as provided in this Section 2.08 without any charge to the Securityholder except for registration the expenses of transfer, exchange or payment shall delivery (if so required any) not made by regular mail (such delivery to be at the sole risk and expense of the transferee or holder, as applicable) and except, if the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed byshall so require, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable stamp duty, tax or other governmental charge payable or insurance charge that may be imposed in connection therewithrelation thereto. The Company and Registration of the Trustee, and transfer of a Security by the agents of either, may deem and treat Trustee shall be deemed to be the Person in whose name any Security is registered as the absolute owner sole acknowledgment of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None transfer on behalf of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept a register (herein sometimes referred to as the "SECURITY REGISTER"a) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined An agent appointed by the Company, by Board Resolutionacting as the Company’s agent for such purposes (the “Registrar”), will keep books for the Security Register initially shall be kept registration, transfer and exchange of the Securities at the Principal Specified Corporate Trust Office of the TrusteeRegistrar. The Trustee is hereby appointed "SECURITY REGISTRAR" for Registrar shall also act as the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an transfer agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series the transfer or exchange of the Securities or a beneficial interest in the Securities. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of any series the Securities, the date of issue, all subsequent transfers and changes of ownership in their several authorized denominations are exchangeable for respect thereof and the names, tax identifying numbers (if relevant to a Security or Securities specific holder), addresses of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, holders of the Securities and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receiveany payment instructions with respect thereto (if different from a holder’s registered address). The Company shall not be required Registrar will also maintain a record which will include notations as to make any exchange or effect registration of transfer of (i) any Security which shall whether the Securities have been designated for redemption in whole paid or in part exceptcancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar shall upon prior written request make the Register and such records available during normal office hours to be redeemed in part, the portion thereof not so to be redeemedCompany, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required Person authorized by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary , for inspection and for the Securities taking of a series represented by one copies thereof or more Securities in global form notifies extracts therefrom, and, at the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None expense of the Company, the TrusteeRegistrar shall deliver to such Persons all lists of Securityholders, any Authenticating Agenttheir addresses and amounts of such holdings as they may request. In acting hereunder and in connection with the Securities, any paying the Registrar shall act solely as an agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the DepositaryCompany.

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept Registrar will keep a register (herein sometimes referred to as the "SECURITY REGISTER"“Register”) at its office in whichthe City of Buenos Aires, subject to such reasonable regulations as it may prescribeArgentina located at Xxxxxxxxx Xxxxx 000, the Company shall provide 00xx Xxxxx, Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx, for the registration of Securities ownership, exchange and of transfers transfer of Securities. Unless and until otherwise determined by In the Company, by Board Resolutioncase of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register initially will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall be kept also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Securities and any payment instructions with respect thereto (if different from a Holder’s registered address). The Registrar and the Co Registrar shall at all reasonable times during office hours make the Register available to APSA or any Person authorized by APSA in writing for inspection and for taking copies thereof or extracts therefrom, and at the Principal Office expense and written direction of APSA, the Registrar and the Co Registrar shall deliver to such Persons all lists of Holders of Securities, their addresses and amounts of such holdings as APSA may request. The Registrar shall maintain the Register in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language. (i) Subject to Section 2.10(b)(ii) and such reasonable and customary regulations as APSA may from time to time prescribe, transfers of any Certificated Security in whole or in part pursuant to this Section 2.10(b) must be made at the relevant office of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one Registrar or more "Security Co-Registrars" for such purpose. The Security Co- Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrarother Transfer Agent that may be appointed by APSA, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities by delivery of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against Certificated Security with the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration form of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be thereon duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company APSA and the Security Registrar or Co-Registrar or any Security Co-Registrar) other Transfer Agent, as the case may be, duly executed by, by the registered holder Holder thereof or by his such registered Holder’s attorney in fact duly authorized in writing. If at In exchange for any time the Depositary Certificated Security properly presented for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01transfer, the Company Trustee shall appoint a successor Depositary with respect promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the Securities of such series. If a successor Depositary for transferee or send by mail (at the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount risk of the transferee) to such address as the transferee may request, a Certificated Security or Securities in global form representing the name of such series transferee and for the same aggregate principal amount as shall have been transferred. Subject to the minimum denomination requirements, if any, set forth in exchange for the resolutions of the Board of Directors or indenture supplemental hereto related to a particular Series, in the case of the transfer of any Certificated Security in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Security or Securities registered in global form. The Company may at any time the name of the transferor and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global formthat was not transferred. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Certificated Securities may surrender a Security in global form also be exchanged for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or other Certificated Securities of the same series Series in any authorized denominations and of the same tenor, in authorized denominations, in equal aggregate principal amount equal to and in exchange for of Securities of such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the differenceSeries, subject to, if any, between the principal minimum denomination requirements set forth in the applicable resolution of the Board of Directors or indenture supplemental hereto. Unless otherwise specified in the applicable resolution of the Board of Directors or indenture supplemental hereto, Certificated Securities held by Qualified Institutional Buyers may be exchanged for beneficial interests in a Rule 144A Global Security representing Securities of the same Series. In exchange for any such Certificated Security, the Trustee will increase the amount of the surrendered relevant Rule 144A Global Security in 15 global form and by the aggregate principal amount of such Certificated Security and will cause the definitive Registrar or Co-Registrar to make the appropriate entries in the Register indicating a transfer of a beneficial interest to such Qualified Institutional Buyer or to a participant in the relevant clearing system specified by such Qualified Institutional Buyer. Except as specified in this paragraph and in Section 2.13 hereof, Certificated Securities delivered to holders pursuant to will not be exchangeable for interests in Global Securities. (ii) In the case of any Certificated Securities issued in reliance on the exemption from registration afforded by Rule 144A, issued upon transfer or exchange of any such Security (other than in accordance with clause (a2 of this Section 2.10(b)(ii)) above. Upon the or issued upon exchange of a Rule 144A Global Security in global form for Securities in definitive formpursuant to Section 2.7 hereof, prior to the date which is two (2) years after the Original Issue Date of any such Security (or of such Rule 144A Global Security, as the case may be) (provided that APSA or any affiliate thereof has not acquired such Security during such two (2) year period) or in global form the case of any other “restricted security” (as defined in Rule 144), the Registrar and Co-Registrar, as Transfer Agents, shall be cancelled by not register the Trustee transfer or an agent exchange of such Security (other than pursuant to Section 2.13 hereof) unless: (1) either (A) the registered Holder presenting such Security for transfer, or its attorney- in- fact, shall have advised the Registrar or Co-Registrar in writing that such registered Holder intends to rely or is relying on the exemption from the registration requirements of the Company Securities Act provided by Rule 144A thereunder in making such transfer or (B) the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for Person presenting such Security for transfer (if other than the registered Holder or its attorney in global formfact), pursuant to instructions from or its direct or indirect participants or otherwiseattorney in fact, shall instruct have advised the Trustee Registrar or an agent of the Company or the Trustee Co-Registrar in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat writing that the Person in whose name any the Security is to be registered as in the absolute Register upon transfer (and each beneficial owner of such Security) is a Qualified Institutional Buyer and that such Person or Persons have been advised that the Security has been sold or transferred to it in reliance upon Rule 144A; or (whether or not 2) either (A) the registered Holder presenting such Security for transfer, or its attorney in fact, shall have advised the Registrar or Co-Registrar in writing that the registered Holder intends to rely or is relying on the exemption from the registration requirements of the Securities Act provided by Regulation S or (B) the Person presenting such Security for transfer (if other than the registered Holder or its attorney in fact), or its attorney in- fact, shall have advised the Registrar or Co-Registrar in writing that the Security has been sold or transferred to it in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S; or (3) such Security is to be overdue and notwithstanding any notation registered in the Register upon transfer in the name of ownership a Dealer, its nominee or other APSA; or (4) the Person presenting the Security for transfer, or its attorney- in- fact, shall have advised the Trustee in writing thereon) for all purposes whatsoever (subject to that another exemption from the provisions set forth herein relating to Record Dates and record dates for registration requirements of the payment Securities Act is available, including the exemption provided by Rule 144, which is confirmed in an opinion of any defaulted interest)counsel, and the Company and Registrar or Co-Registrar has received the Trustee, and the agents written consent of either, shall not be affected by any notice APSA to the contraryregistration of such transfer, in which event the Registrar or Co-Registrar shall register such transfer only in accordance with the conditions of such consent. None For purposes of the Company, the Trusteethis Section 2.10(b)(ii), any Authenticating Agentsuch advice to the Trustee in writing may be in the form of a letter, notice or other written document, including, with respect to clauses 1, 2 and 3 above, by appropriate notation on the transfer notice set forth on such Security. Neither the Registrar or Co-Registrar nor any paying agent Transfer Agent shall register the transfer of or exchange of Certificated Securities for a period of fifteen (15) days preceding the due date for any payment of interest on the Security Registrar will have any responsibility or liability during the period of thirty (30) days ending on the due date for any aspect payment of principal on the records relating to Security. Neither the Registrar or payments made on account Co-Registrar nor any Transfer Agent shall register the transfer of beneficial ownership interests of a Security in global form or exchange any Securities previously called for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositaryredemption.

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept a register (herein sometimes referred to Bank of New York Mellon, acting as the "SECURITY REGISTER") in whichCompany’s agent for such purposes (the “Registrar”, subject to such reasonable regulations as it may prescribewhich expression shall include any successor registrar), the Company shall provide will keep books for the registration registration, transfer and exchange of the Securities and at the Specified Corporate Trust Office of transfers the Registrar. The Registrar shall also act as the Transfer Agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. Unless and until otherwise determined The Bank of New York Mellon is hereby appointed by the Company, by Board Resolutionand accepts such appointment, as initial Registrar and initial Transfer Agent. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid, fully or partially written down, written up or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of full or partial write-down, write-up or the cancellation of any of the Securities, such records will include notations of each Security so fully or partially written down, written up or cancelled and the date on which such Security was fully or partially written down, written up or cancelled. The Registrar shall upon prior written request make the Register initially and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be kept at in written form in the Principal Office English language or in any other form capable of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for being converted into such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRARform within a reasonable time." (b) Upon surrender due presentation for registration of transfer of any Registered Security of any series at any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 8.02 for such purpose or at the office of any Security Co-Registrar3.02, the Company shall execute execute, and the Trustee or the Authenticating Agent shall authenticate and deliver deliver, in the name or names of the transferee or transferees, a new Security or Securities of such the same series in authorized denominations for a like aggregate principal amount. Any Security or Securities of any series may be exchanged for a new Security or Securities of the same series in other authorized denominations, in such authorized denomination or denominations and registered in such name or names as may be requestedan equal aggregate principal amount. The transfer Securities of any security series to be exchanged shall not be valid as against surrendered at any office or agency to be maintained by the Company or for the purpose as provided in Section 3.02, and the Company shall execute, and the Trustee unless registered at such offices shall authenticate and deliver, in exchange therefor the new Security or agency by Securities of the registered holdersame series which the Holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of register a transfer of (ia) any Security which shall have been designated Securities of any series for a period of 15 days next preceding the first mailing of a notice of redemption of the Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption in whole or in part except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (c) Transfer, registration and exchange shall be permitted as provided in this Section 2.08 without any charge to the Securityholder except for registration the expenses of transfer, exchange or payment shall delivery (if so required any) not made by regular mail (such delivery to be at the sole risk and expense of the transferee or holder, as applicable) and except, if the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed byshall so require, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable stamp duty, tax or other governmental charge payable or insurance charge that may be imposed in connection therewithrelation thereto. The Company and Registration of the Trustee, and transfer of a Security by the agents of either, may deem and treat Registrar shall be deemed to be the Person in whose name any Security is registered as the absolute owner sole acknowledgment of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None transfer on behalf of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept Registrar will keep a register (herein sometimes referred to as the "SECURITY REGISTER"“Register”) at its office in whichthe City of Buenos Aires, subject to such reasonable regulations as it may prescribeArgentina located at Xxxxxxxxx Xxxxx 000, the Company shall provide 00xx Xxxxx, Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx, for the registration of Securities ownership, exchange and of transfers transfer of Securities. Unless and until otherwise determined by In the Company, by Board Resolutioncase of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register initially will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall be kept also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Securities and any payment instructions with respect thereto (if different from a Holder’s registered address). The Registrar and the Co Registrar shall at all reasonable times during office hours make the Register available to IRSA or any Person authorized by IRSA in writing for inspection and for taking copies thereof or extracts therefrom, and at the Principal Office expense and written direction of IRSA, the Registrar and the Co Registrar shall deliver to such Persons all lists of Holders of Securities, their addresses and amounts of such holdings as IRSA may request. The Registrar shall maintain the Register in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language. (i) Subject to Section 2.10(b) and such reasonable and customary regulations as IRSA may from time to time prescribe, transfers of any Certificated Security in whole or in part pursuant to this Section 2.10 must be made at the relevant office of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one Registrar or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrarother Transfer Agent that may be appointed by IRSA, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities by delivery of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against Certificated Security with the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration form of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be thereon duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company IRSA and the Security Registrar or Co-Registrar or any Security Co-Registrar) other Transfer Agent, as the case may be, duly executed by, by the registered holder Holder thereof or by his such registered Holder’s attorney in fact duly authorized in writing. If at In exchange for any time the Depositary Certificated Security properly presented for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01transfer, the Company Trustee shall appoint a successor Depositary with respect promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of 11924629 (ii) the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the Securities of such series. If a successor Depositary for transferee or send by mail (at the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount risk of the transferee) to such address as the transferee may request, a Certificated Security or Securities in global form representing the name of such series transferee and for the same aggregate principal amount as shall have been transferred. Subject to the minimum denomination requirements, if any, set forth in exchange for the resolutions of the Board of Directors or indenture supplemental hereto related to a particular Series, in the case of the transfer of any Certificated Security in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Security or Securities registered in global form. The Company may at any time the name of the transferor and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global formthat was not transferred. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Certificated Securities may surrender a Security in global form also be exchanged for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or other Certificated Securities of the same series Series in any authorized denominations and of the same tenor, in authorized denominations, in equal aggregate principal amount equal to and in exchange for of Securities of such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the differenceSeries, subject to, if any, between the principal minimum denomination requirements set forth in the applicable resolution of the Board of Directors or indenture supplemental hereto. Unless otherwise specified in the applicable resolution of the Board of Directors or indenture supplemental hereto, Certificated Securities held by Qualified Institutional Buyers may be exchanged for beneficial interests in a Rule 144A Global Security representing Securities of the same Series. In exchange for any such Certificated Security, the Trustee will increase the amount of the surrendered relevant Rule 144A Global Security in 15 global form and by the aggregate principal amount of such Certificated Security and will cause the definitive Registrar or Co-Registrar to make the appropriate entries in the Register indicating a transfer of a beneficial interest to such Qualified Institutional Buyer or to a participant in the relevant clearing system specified by such Qualified Institutional Buyer. Except as specified in this paragraph and in Section 2.10 hereof, Certificated Securities delivered to holders pursuant to will not be exchangeable for interests in Global Securities. (iii) In the case of any Certificated Securities issued in reliance on the exemption from registration afforded by Rule 144A, issued upon transfer or exchange of any such Security (other than in accordance with clause (a2 of this Section 2.10(a)(ii)) above. Upon the or issued upon exchange of a Rule 144A Global Security in global form for Securities in definitive formpursuant to Section 2.7 hereof, prior to the date which is one (1) year after the Original Issue Date of any such Security (or of such Rule 144A Global Security, as the case may be) (provided that IRSA or any affiliate thereof has not acquired such Security during such one (1) year period) or in global form the case of any other “restricted security” (as defined in Rule 144), the Registrar and Co-Registrar, as Transfer Agents, shall be cancelled by not register the Trustee transfer or an agent exchange of such Security (other than pursuant to Section 2.10 hereof) unless: (1) either (A) the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Registrar or Co-Registrar in writing that such registered Holder intends to rely or is relying on the exemption from the registration requirements of the Company Securities Act provided by Rule 144A thereunder in making such transfer or (B) the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for Person presenting such Security for transfer (if other than the registered Holder or its attorney in global formfact), pursuant to instructions from or its direct or indirect participants or otherwiseattorney in fact, shall instruct have advised the Trustee Registrar or an agent of the Company or the Trustee Co-Registrar in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat writing that the Person in whose name any the Security is to be registered as in the absolute Register upon transfer (and each beneficial owner of such Security) is a Qualified Institutional Buyer and that such Person or Persons have been advised that the Security has been sold or transferred to it in reliance upon Rule 144A; or 11924629 (whether or not 2) either (A) the registered Holder presenting such Security for transfer, or its attorney in fact, shall have advised the Registrar or Co-Registrar in writing that the registered Holder intends to rely or is relying on the exemption from the registration requirements of the Securities Act provided by Regulation S or (B) the Person presenting such Security for transfer (if other than the registered Holder or its attorney in fact), or its attorney in-fact, shall have advised the Registrar or Co-Registrar in writing that the Security has been sold or transferred to it in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S; or (3) such Security is to be overdue and notwithstanding any notation registered in the Register upon transfer in the name of ownership a Dealer, its nominee or other IRSA; or (4) the Person presenting the Security for transfer, or its attorney-in-fact, shall have advised the Trustee in writing thereon) for all purposes whatsoever (subject to that another exemption from the provisions set forth herein relating to Record Dates and record dates for registration requirements of the payment Securities Act is available, including the exemption provided by Rule 144, which is confirmed in an opinion of any defaulted interest)counsel, and the Company and Registrar or Co-Registrar has received the Trustee, and the agents written consent of either, shall not be affected by any notice IRSA to the contraryregistration of such transfer, in which event the Registrar or Co-Registrar shall register such transfer only in accordance with the conditions of such consent. None For purposes of the Company, the Trusteethis Section 2.10(a)(ii), any Authenticating Agentsuch advice to the Trustee in writing may be in the form of a letter, notice or other written document, including, with respect to clauses 1, 2 and 3 above, by appropriate notation on the transfer notice set forth on such Security. Neither the Registrar or Co-Registrar nor any paying agent Transfer Agent shall register the transfer of or exchange of Certificated Securities for a period of fifteen (15) days preceding the due date for any payment of interest on the Security Registrar will have any responsibility or liability during the period of thirty (30) days ending on the due date for any aspect payment of principal on the records relating to Security. Neither the Registrar or payments made on account Co-Registrar nor any Transfer Agent shall register the transfer of beneficial ownership interests of a Security in global form or exchange any Securities previously called for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositaryredemption.

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept Registrar will keep a register (herein sometimes referred to as the "SECURITY REGISTER"“Register”) at its office in whichthe City of Buenos Aires, subject to such reasonable regulations as it may prescribeArgentina located at Xxxxxxxxx Xxxxx 000, the Company shall provide 00xx Xxxxx, Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx, for the registration of Securities ownership, exchange and of transfers transfer of Securities. Unless and until otherwise determined by In the Company, by Board Resolutioncase of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register initially will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall be kept also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Securities and any payment instructions with respect thereto (if different from a Holder’s registered address). The Registrar and the Co Registrar shall at all reasonable times during office hours make the Register available to IRSA or any Person authorized by IRSA in writing for inspection and for taking copies thereof or extracts therefrom, and at the Principal Office expense and written direction of IRSA, the Registrar and the Co Registrar shall deliver to such Persons all lists of Holders of Securities, their addresses and amounts of such holdings as IRSA may request. The Registrar shall maintain the Register in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language. (i) Subject to Section 2.10(b) and such reasonable and customary regulations as IRSA may from time to time prescribe, transfers of any Certificated Security in whole or in part pursuant to this Section 2.10 must be made at the relevant office of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one Registrar or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrarother Transfer Agent that may be appointed by IRSA, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities by delivery of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against Certificated Security with the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration form of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be thereon duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company IRSA and the Security Registrar or Co-Registrar or any Security Co-Registrar) other Transfer Agent, as the case may be, duly executed by, by the registered holder Holder thereof or by his such registered Holder’s attorney in fact duly authorized in writing. If at In exchange for any time the Depositary Certificated Security properly presented for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01transfer, the Company Trustee shall appoint a successor Depositary with respect promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the Securities of such series. If a successor Depositary for transferee or send by mail (at the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount risk of the transferee) to such address as the transferee may request, a Certificated Security or Securities in global form representing the name of such series transferee and for the same aggregate principal amount as shall have been transferred. Subject to the minimum denomination requirements, if any, set forth in exchange for the resolutions of the Board of Directors or indenture supplemental hereto related to a particular Series, in the case of the transfer of any Certificated Security in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Security or Securities registered in global form. The Company may at any time the name of the transferor and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global formthat was not transferred. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Certificated Securities may surrender a Security in global form also be exchanged for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or other Certificated Securities of the same series Series in any authorized denominations and of the same tenor, in authorized denominations, in equal aggregate principal amount equal to and in exchange for of Securities of such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the differenceSeries, subject to, if any, between the principal minimum denomination requirements set forth in the applicable resolution of the Board of Directors or indenture supplemental hereto. Unless otherwise specified in the applicable resolution of the Board of Directors or indenture supplemental hereto, Certificated Securities held by Qualified Institutional Buyers may be exchanged for beneficial interests in a Rule 144A Global Security representing Securities of the same Series. In exchange for any such Certificated Security, the Trustee will increase the amount of the surrendered relevant Rule 144A Global Security in 15 global form and by the aggregate principal amount of such Certificated Security and will cause the definitive Registrar or Co-Registrar to make the appropriate entries in the Register indicating a transfer of a beneficial interest to such Qualified Institutional Buyer or to a participant in the relevant clearing system specified by such Qualified Institutional Buyer. Except as specified in this paragraph and in Section 2.10 hereof, Certificated Securities delivered to holders pursuant to will not be exchangeable for interests in Global Securities. (ii) In the case of any Certificated Securities issued in reliance on the exemption from registration afforded by Rule 144A, issued upon transfer or exchange of any such Security (other than in accordance with clause (a2 of this Section 2.10(a)(ii)) above. Upon the or issued upon exchange of a Rule 144A Global Security in global form for Securities in definitive formpursuant to Section 2.7 hereof, prior to the date which is one (1) year after the Original Issue Date of any such Security (or of such Rule 144A Global Security, as the case may be) (provided that IRSA or any affiliate thereof has not acquired such Security during such one (1) year period) or in global form the case of any other “restricted security” (as defined in Rule 144), the Registrar and Co-Registrar, as Transfer Agents, shall be cancelled by not register the Trustee transfer or an agent exchange of such Security (other than pursuant to Section 2.10 hereof) unless: (1) either (A) the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Registrar or Co-Registrar in writing that such registered Holder intends to rely or is relying on the exemption from the registration requirements of the Company Securities Act provided by Rule 144A thereunder in making such transfer or (B) the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for Person presenting such Security for transfer (if other than the registered Holder or its attorney in global formfact), pursuant to instructions from or its direct or indirect participants or otherwiseattorney in fact, shall instruct have advised the Trustee Registrar or an agent of the Company or the Trustee Co-Registrar in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat writing that the Person in whose name any the Security is to be registered as in the absolute Register upon transfer (and each beneficial owner of such Security) is a Qualified Institutional Buyer and that such Person or Persons have been advised that the Security has been sold or transferred to it in reliance upon Rule 144A; or (whether or not 2) either (A) the registered Holder presenting such Security for transfer, or its attorney in fact, shall have advised the Registrar or Co-Registrar in writing that the registered Holder intends to rely or is relying on the exemption from the registration requirements of the Securities Act provided by Regulation S or (B) the Person presenting such Security for transfer (if other than the registered Holder or its attorney in fact), or its attorney in-fact, shall have advised the Registrar or Co-Registrar in writing that the Security has been sold or transferred to it in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S; or (3) such Security is to be overdue and notwithstanding any notation registered in the Register upon transfer in the name of ownership a Dealer, its nominee or other IRSA; or (4) the Person presenting the Security for transfer, or its attorney-in-fact, shall have advised the Trustee in writing thereon) for all purposes whatsoever (subject to that another exemption from the provisions set forth herein relating to Record Dates and record dates for registration requirements of the payment Securities Act is available, including the exemption provided by Rule 144, which is confirmed in an opinion of any defaulted interest)counsel, and the Company and Registrar or Co-Registrar has received the Trustee, and the agents written consent of either, shall not be affected by any notice IRSA to the contraryregistration of such transfer, in which event the Registrar or Co-Registrar shall register such transfer only in accordance with the conditions of such consent. None For purposes of the Company, the Trusteethis Section 2.10(a)(ii), any Authenticating Agentsuch advice to the Trustee in writing may be in the form of a letter, notice or other written document, including, with respect to clauses 1, 2 and 3 above, by appropriate notation on the transfer notice set forth on such Security. Neither the Registrar or Co-Registrar nor any paying agent Transfer Agent shall register the transfer of or exchange of Certificated Securities for a period of fifteen (15) days preceding the due date for any payment of interest on the Security Registrar will have any responsibility or liability during the period of thirty (30) days ending on the due date for any aspect payment of principal on the records relating to Security. Neither the Registrar or payments made on account Co-Registrar nor any Transfer Agent shall register the transfer of beneficial ownership interests of a Security in global form or exchange any Securities previously called for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositaryredemption.

Registration, Transfer and Exchange of Securities. (a) Without prejudice to its right to appoint a different note registrar and transfer agent at a subsequent date in accordance with the terms of this Indenture, the Bank hereby appoints The Company Bank of New York Mellon, as the initial Registrar and Transfer Agent with respect to the Securities, and The Bank of New York Mellon hereby accepts such appointment. The Bank of New York Mellon shall cause to be kept act as Registrar and Transfer Agent as long as The Bank of New York Mellon acts as Trustee. The Registrar will maintain at the Corporate Trust Office a register (herein sometimes referred to as the "SECURITY REGISTER"“Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Securities as provided herein. The name and address of the registered holder of each Security and the amount of each Security will be recorded in the Register. In the case of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the date on which such Security was cancelled. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific holder) and addresses of the holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). Such 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. Upon the written request by the Argentine Registrar and Transfer Agent or the Trustee, the Registrar shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined by the Company, by Board Resolution, the Security Register initially shall be kept at the Principal Office a copy of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for Register to the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Argentine Registrar and any Security Co-Registrars are herein sometimes referred to, Transfer Agent or the Trustee at such address or facsimile as the Argentine Registrar and are appointed as, Transfer Agent or the "SECURITY REGISTRAR." Trustee may designate in writing to the Registrar. Upon surrender due presentation for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-RegistrarSecurity, the Company Bank shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series in authorized denominations for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as . A holder may be requested. The register the transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer shall be effected until, and such transferee shall succeed to the rights of (i) any Security which shall have been designated for redemption in whole or in part excepta holder only upon, final acceptance and registration of the transfer by the Registrar in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the DepositaryRegister.

Registration, Transfer and Exchange of Securities. (a) Securities issued hereunder shall be issued in registered form. The Holding Company shall cause to keep at its principal executive office (which at Closing shall be kept a register (herein sometimes referred to as located at the "SECURITY REGISTER"address set forth at the beginning of this Agreement) registers in which, subject to such reasonable regulations as it may prescribe, which the Company Issuer(s) of the Securities shall provide for the registration and transfer of Securities and of transfers of the Securities. Unless The name and until otherwise determined by address of each holder of the Company, by Board Resolution, the Security Register initially Securities shall be kept at the Principal Office of the Trusteeregistered in such registers. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and Issuer(s) shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and give to any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer institutional holder of any Security of promptly (but in any series at any office or agency event within 10 days) following request therefor, a complete and correct copy of the Company designated pursuant to Section 8.02 for such purpose or at names and addresses of all registered holders of the office of any Security Co-Registrar, the Company shall execute Securities and the Trustee or the Authenticating Agent shall authenticate amount and deliver a kind of Securities held by each. Whenever any Security or Securities shall be surrendered for transfer or exchange, the Issuer(s) of such series for the Securities at its (or their) expense will execute and deliver in exchange therefor a like aggregate principal amount, new Security or Securities (in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer requested by the holder of any security shall not be valid as against the Company surrendered Security or Securities), in the same aggregate unpaid principal amount (in the case of the Notes) or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded same aggregate number of shares (in the Security Register. There shall be only one Security Register with respect to each series case of Securities. Securities the Purchased Shares), as applicable, as that of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer of (i) any Security which shall have been designated for redemption in whole or in part exceptso surrendered and, in the case of the Notes, dated so as not to result in any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period loss of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global forminterest. The Company Issuer(s) may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever purposes. (subject b) Each holder of any Securities agrees by its acceptance thereof not to transfer any Securities (i) to any Person other than an - institutional investor or financial institution and to promptly notify the Issuer(s) in writing of any such transfer or (ii) if, after giving effect -- to such transfer, there are more than 15 unaffiliated holders of the Securities. Concurrently with any transfer of any Securities, the transferee shall acknowledge to the provisions set forth herein relating Companies its obligation to Record Dates and record dates for maintain the payment confidentiality of Confidential Information as provided in section 8(b). (c) Prior to effecting any sale in a privately negotiated transaction or series of transactions (other than any sale to any Other Purchaser, to any of your Affiliates, to any Affiliate of any defaulted interest)Other Purchaser, and or to any Person for which you or any other Purchaser acts as investment adviser or investment manager) of Purchased Shares which in the Company and aggregate represent more than 25% in interest of the TrusteePurchased Shares purchased by you pursuant to this Agreement, and the agents of either, shall not be affected by any you agree to send a notice to the contrary. None Holding Company (a "Notice of Sale") which notice shall specify in reasonable detail all of the Company, material terms applicable to such sale. The Holding Company shall then have the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect right to purchase all (but not less than all) of the records relating Purchased Shares referred to or payments made in such Notice of Sale (the "Subject Securities") on account the terms specified in the Notice of beneficial ownership interests Sale, it being agreed that the Holding Company can effectuate such purchase on behalf of a Security in global form or for maintaining, supervising or reviewing any records relating others. If the Holding Company elects to purchase the Subject Securities it must notify you to such beneficial ownership interest effect not later than 20 Business Days following its receipt of such Notice of Sale and each the Holding Company must purchase the Subject Securities within 10 Business Days thereafter. If the Holding Company shall notify you of them its election not to purchase the Subject Securities or shall fail to give you any notice within the period of 20 Business Days specified above or shall fail to purchase all of the Subject Securities within the period of 10 Business Days specified above, you may act or refrain sell the Subject Securities on the terms specified in the Notice of Sale free from acting without liability on any information relating to such records provided the restrictions imposed by the Depositarythis section 17(c).

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept Registrar will keep a register (herein sometimes referred to as the "SECURITY REGISTER"“Register”) at its office in whichthe City of Buenos Aires, subject to such reasonable regulations as it may prescribeArgentina located at Xxxxxxxxx Xxxxx 000, the Company shall provide 00xx Xxxxx, Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx, for the registration of Securities ownership, exchange and of transfers transfer of Securities. Unless and until otherwise determined by In the Company, by Board Resolutioncase of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register initially will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co Registrar shall be kept also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Securities and any payment instructions with respect thereto (if different from a Holder’s registered address). The Registrar and the Co Registrar shall at all reasonable times during office hours make the Register available to IRSA or any Person authorized by IRSA in writing for inspection and for taking copies thereof or extracts therefrom, and at the Principal Office expense and written direction of IRSA, the Registrar and the Co Registrar shall deliver to such Persons all lists of Holders of Securities, their addresses and amounts of such holdings as IRSA may request. The Registrar shall maintain the Register in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language. (i) Subject to Section 2.10(b)(ii) and such reasonable and customary regulations as IRSA may from time to time prescribe, transfers of any Certificated Security in whole or in part pursuant to this Section 2.10(b) must be made at the relevant office of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one Registrar or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrarother Transfer Agent that may be appointed by IRSA, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities by delivery of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against Certificated Security with the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration form of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be thereon duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company IRSA and the Security Xxxxxxxxx or Co-Registrar or any Security Co-Registrar) other Transfer Agent, as the case may be, duly executed by, by the registered holder Holder thereof or by his such registered Holder’s attorney in fact duly authorized in writing. If at In exchange for any time the Depositary Certificated Security properly presented for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01transfer, the Company Trustee shall appoint a successor Depositary with respect promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the Securities of such series. If a successor Depositary for transferee or send by mail (at the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount risk of the transferee) to such address as the transferee may request, a Certificated Security or Securities in global form representing the name of such series transferee and for the same aggregate principal amount as shall have been transferred. Subject to the minimum denomination requirements, if any, set forth in exchange for the resolutions of the Board of Directors or indenture supplemental hereto related to a particular Series, in the case of the transfer of any Certificated Security in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Security or Securities registered in global form. The Company may at any time the name of the transferor and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global formthat was not transferred. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Certificated Securities may surrender a Security in global form also be exchanged for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or other Certificated Securities of the same series Series in any authorized denominations and of the same tenor, in authorized denominations, in equal aggregate principal amount equal to and in exchange for of Securities of such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the differenceSeries, subject to, if any, between the principal minimum denomination requirements set forth in the applicable resolution of the Board of Directors or indenture supplemental hereto. Unless otherwise specified in the applicable resolution of the Board of Directors or indenture supplemental hereto, Certificated Securities held by Qualified Institutional Buyers may be exchanged for beneficial interests in a Rule 144A Global Security representing Securities of the same Series. In exchange for any such Certificated Security, the Trustee will increase the amount of the surrendered relevant Rule 144A Global Security in 15 global form and by the aggregate principal amount of such Certificated Security and will cause the definitive Registrar or Co-Registrar to make the appropriate entries in the Register indicating a transfer of a beneficial interest to such Qualified Institutional Buyer or to a participant in the relevant clearing system specified by such Qualified Institutional Buyer. Except as specified in this paragraph and in Section 2.13 hereof, Certificated Securities delivered to holders pursuant to will not be exchangeable for interests in Global Securities. (ii) In the case of any Certificated Securities issued in reliance on the exemption from registration afforded by Rule 144A, issued upon transfer or exchange of any such Security (other than in accordance with clause (a2 of this Section 2.10(b)(ii)) above. Upon the or issued upon exchange of a Rule 144A Global Security in global form for Securities in definitive formpursuant to Section 2.7 hereof, prior to the date which is two (2) years after the Original Issue Date of any such Security (or of such Rule 144A Global Security, as the case may be) (provided that IRSA or any affiliate thereof has not acquired such Security during such two (2) year period) or in global form the case of any other “restricted security” (as defined in Rule 144), the Registrar and Co-Registrar, as Transfer Agents, shall be cancelled by not register the Trustee transfer or an agent exchange of such Security (other than pursuant to Section 2.13 hereof) unless: (1) either (A) the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Registrar or Co-Registrar in writing that such registered Holder intends to rely or is relying on the exemption from the registration requirements of the Company Securities Act provided by Rule 144A thereunder in making such transfer or (B) the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for Person presenting such Security for transfer (if other than the registered Holder or its attorney in global formfact), pursuant to instructions from or its direct or indirect participants or otherwiseattorney in fact, shall instruct have advised the Trustee Registrar or an agent of the Company or the Trustee Co-Registrar in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat writing that the Person in whose name any the Security is to be registered as in the absolute Register upon transfer (and each beneficial owner of such Security) is a Qualified Institutional Buyer and that such Person or Persons have been advised that the Security has been sold or transferred to it in reliance upon Rule 144A; or (whether or not 2) either (A) the registered Holder presenting such Security for transfer, or its attorney in fact, shall have advised the Registrar or Co-Registrar in writing that the registered Holder intends to rely or is relying on the exemption from the registration requirements of the Securities Act provided by Regulation S or (B) the Person presenting such Security for transfer (if other than the registered Holder or its attorney in fact), or its attorney in-fact, shall have advised the Registrar or Co-Registrar in writing that the Security has been sold or transferred to it in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S; or (3) such Security is to be overdue and notwithstanding any notation registered in the Register upon transfer in the name of ownership a Dealer, its nominee or other IRSA; or (4) the Person presenting the Security for transfer, or its attorney-in-fact, shall have advised the Trustee in writing thereon) for all purposes whatsoever (subject to that another exemption from the provisions set forth herein relating to Record Dates and record dates for registration requirements of the payment Securities Act is available, including the exemption provided by Rule 144, which is confirmed in an opinion of any defaulted interest)counsel, and the Company and Registrar or Co-Registrar has received the Trustee, and the agents written consent of either, shall not be affected by any notice IRSA to the contraryregistration of such transfer, in which event the Registrar or Co-Registrar shall register such transfer only in accordance with the conditions of such consent. None For purposes of the Company, the Trusteethis Section 2.10(b)(ii), any Authenticating Agentsuch advice to the Trustee in writing may be in the form of a letter, notice or other written document, including, with respect to clauses 1, 2 and 3 above, by appropriate notation on the transfer notice set forth on such Security. Neither the Registrar or Co-Registrar nor any paying agent Transfer Agent shall register the transfer of or exchange of Certificated Securities for a period of fifteen (15) days preceding the due date for any payment of interest on the Security Registrar will have any responsibility or liability during the period of thirty (30) days ending on the due date for any aspect payment of principal on the records relating to Security. Neither the Registrar or payments made on account Co-Registrar nor any Transfer Agent shall register the transfer of beneficial ownership interests of a Security in global form or exchange any Securities previously called for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositaryredemption.

Registration, Transfer and Exchange of Securities. The Company Securities issued hereunder shall cause to be kept a register issued in registered form. The Issuer shall keep at its principal executive office (herein sometimes referred to as which is now located at the "SECURITY REGISTER") address set forth at the beginning of this Agreement), registers in which, subject to such reasonable regulations as it may prescribe, which the Company Issuer shall provide for the registration recordation or registration, as applicable, and transfer of each Security issued hereunder. The name and address of each holder of the Securities and of transfers of Securities. Unless and until otherwise determined by the Company, by Board Resolution, the Security Register initially shall be kept at the Principal Office of the Trusteerecorded in such records. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and Issuer shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and give to any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer institutional holder of any Security of promptly (but in any series at any office or agency event within 10 days) following request therefor, a complete and correct list of the Company designated pursuant to Section 8.02 for such purpose or at names and addresses of all recorded holders of the office of any Security Co-Registrar, the Company shall execute Securities and the Trustee or the Authenticating Agent shall authenticate amount and deliver a kind of Securities held by each. Whenever any Security or Securities of such series shall be surrendered for transfer, the Issuer, at its expense will execute and deliver in exchange therefor a like aggregate principal amount, new Security or Securities (in such authorized denomination or denominations and registered or recorded, as applicable, in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency requested by the registered holderholder of the surrendered Security or Securities), or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like same aggregate unpaid principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer of amount (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed the Notes) or the number of shares of Common Stock (in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion case of the Securities of a series may not be transferred except Warrants), as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transferapplicable, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company as that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global formso surrendered. The Company Issuer may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat the Person in whose name any Security is registered or recorded as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, purposes. Notes shall not be affected transferred in denominations of less than $5,000,000, provided that if necessary to enable the registration of transfer by any notice to a holder of its entire holding of Notes, one Note may be in a denomination of less than $5,000,000. The Warrants may be transferred in accordance with the contraryterms thereof. None of In connection with the Companyforegoing, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests Issuer shall take such other actions reasonably requested by a holder of a Security in global form order to effect such any applicable transfer, registration or for maintainingexchange. Notwithstanding anything herein to the contrary, supervising if the original Purchasers shall transfer Notes to any Person or reviewing any records relating Persons (other than an affiliate of such original Purchaser) such that after such transfer the original Purchasers own less that 51% of the aggregate principal amount of the Notes then outstanding, such transfer shall require the Issuer’s written consent which consent not to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositarybe unreasonably withheld.

Registration, Transfer and Exchange of Securities. (a) The Company shall cause to be kept a register (herein sometimes referred to Bank of New York Mellon, acting as the "SECURITY REGISTER") in whichCompany’s agent for such purposes (the “Registrar”), subject to such reasonable regulations as it may prescribe, the Company shall provide will keep books for the registration registration, transfer and exchange of the Securities and at the Specified Corporate Trust Office of transfers the Registrar. The Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. Unless and until otherwise determined The Bank of New York Mellon is hereby appointed by the Company, by Board Resolutionand accepts such appointment, as initial Registrar. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, such records will include notations of each Security so cancelled and the date on which such Security was cancelled. The Registrar shall upon prior written request make the Register initially and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the taking of copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and amounts of such holdings as they may request. The respective principal amounts of each Registered Global Security may be increased or decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such increases and decreases in connection with transactions contemplated or permitted hereby. The Register and the records referred to above shall be kept at in written form in the Principal Office English language or in any other form capable of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for being converted into such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRARform within a reasonable time." (b) Upon surrender due presentation for registration of transfer of any Registered Security of any series at any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 8.02 for such purpose or at the office of any Security Co-Registrar3.02, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate Securities and deliver a Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such the name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary transferee or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary transferees a new definitive Security or Securities of the same series and in authorized denominations for a like aggregate principal amount. Any Security or Securities of any series may be exchanged for a Security or Securities of the same tenor, series in other authorized denominations, in an equal aggregate principal amount equal amount. Securities of any series to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form be exchanged shall be cancelled surrendered at any office or agency to be maintained by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records purpose as provided by the Depositary.in

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept a register (herein sometimes referred to as the "SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined by the Company, by Board Resolution, the Security Register initially shall be kept at the Principal Office of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrar, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed by, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for all purposes whatsoever (subject to the provisions set forth herein relating to Record Dates and record dates for the payment of any defaulted interest), and the Company and the Trustee, and the agents of either, shall not be affected by any notice to the contrary. None of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.to

Registration, Transfer and Exchange of Securities. The Company shall cause to be kept a register (herein sometimes referred to as the "SECURITY REGISTER"a) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined An agent appointed by the Company, by Board Resolutionacting as the Company’s agent for such purposes (the “Registrar”), will keep books for the Security Register initially shall be kept registration, transfer and exchange of the Securities at the Principal Specified Corporate Trust Office of the TrusteeRegistrar. The Trustee is hereby appointed "SECURITY REGISTRAR" Registrar shall also act as the transfer agent with respect to the transfer or exchange of the Securities or a beneficial interest in the Securities. The Registrar will keep a record of all Securities (the “Register”) at said office. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder), addresses of the registered holders of the Securities and any payment instructions with respect thereto (if different from a holder’s registered address). The Registrar will also maintain a record which will include notations as to whether the Securities have been paid, fully or partially written down, written up or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the full or partial write-down, write-up or the cancellation of any of the Securities, such records will include notations of each Security so fully or partially written down, written up or cancelled and the date on which such Security was fully or partially written down, written up or cancelled. The Registrar shall upon prior written request make the Register and such records available during normal office hours to the Company, or any Person authorized by the Company in writing, for inspection and for the purpose taking of registering Securities copies thereof or extracts therefrom, and, at the expense of the Company, the Registrar shall deliver to such Persons all lists of Securityholders, their addresses and transfers amounts of Securities such holdings as herein provided they may request. In acting hereunder and in connection with the Securities, the Registrar shall be considered act solely as an agent of the Company for this purposeCompany. The Company respective principal amounts of each Registered Global Security may appoint one be increased or more "Security Co-Registrars" for decreased by endorsement on the Register by the Registrar of appropriate notations evidencing the dates and amounts of such purposeincreases and decreases in connection with transactions contemplated or permitted hereby. The Security Registrar Register and the records referred to above shall be in written form in the English language or in any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRARother form capable of being converted into such form within a reasonable time." (b) Upon surrender due presentation for registration of transfer of any Registered Security of any series at any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 8.02 for such purpose or at the office of any Security Co-Registrar3.02, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate Securities and deliver in the name or names of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for a like aggregate principal amount, in such authorized denomination . Any Security or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable may be exchanged for a Security or Securities of such the same series in other authorized denominations and of a like denominations, in an equal aggregate principal amount. Securities of any series to be exchanged as aforesaid shall be surrendered for that purpose at any office or agency to be maintained by the registered holder thereof at such offices or agencyCompany for the purpose as provided in Section 3.02, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as of the Securityholder same series which the Holder making the exchange shall have requested and shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. The Company shall not be required to make any exchange or effect registration of register a transfer of (ia) any Security which shall have been designated Securities of any series for a period of 15 days next preceding the first mailing of a notice of redemption of the Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption in whole or in part except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented issued upon any transfer or exchange of Securities pursuant to the provisions of this Section shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. (c) Transfer, registration and exchange shall be permitted as provided in this Section without any charge to the Securityholder except for registration the expenses of transfer, exchange or payment shall delivery (if so required any) not made by regular mail (such delivery to be at the sole risk and expense of the transferee or holder, as applicable) and except, if the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company and the Security Registrar or any Security Co-Registrar) duly executed byshall so require, the registered holder or by his attorney duly authorized in writing. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or Securities of the same series and of the same tenor, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in 15 global form and the aggregate principal amount of the definitive Securities delivered to holders pursuant to clause (a) above. Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable stamp duty, tax or other governmental charge payable or insurance charge that may be imposed in connection therewithrelation thereto. Registration of the transfer of a Security by the Registrar shall be deemed to be the sole acknowledgment of such transfer on behalf of the Company. (d) The Company and the Trustee, and the agents of either, may deem and treat the Person in whose name Trustee shall have no responsibility or obligation to any Security is registered as the absolute beneficial owner of such Security (whether a Registered Global Security, a member of, or not such Security shall be overdue and notwithstanding a participant in the Depositary or any notation other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other writing thereonPerson (other than the Depositary) for all purposes whatsoever of any notice (subject to the provisions set forth herein relating to Record Dates and record dates for including any notice of redemption or repurchase) or the payment of any defaulted interest)amount, under or with respect to such Securities, and the Company Trustee may rely and shall be fully protected in relying upon information furnished by the TrusteeDepositary with respect to its members, participants and any beneficial owners. The rights of beneficial owners in any Registered Global Security shall be exercised only through the agents of either, shall not be affected by any notice Depositary subject to the contrary. None applicable rules and procedures of the Company, the Trustee, any Authenticating Agent, any paying agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary. (e) 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 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, Transfer and Exchange of Securities. (a) The Company shall cause to be kept Registrar will keep a register (herein sometimes referred to as the "SECURITY REGISTER"“Register”) at its office in whichthe City of Buenos Aires, subject to such reasonable regulations as it may prescribeArgentina located at Ax. Xx Xxxx 000, the Company shall provide Piso 23, for the registration of Securities ownership, exchange and of transfers transfer of Securities. Unless In the case of the replacement of any of the Securities, the Register will include notations of the Security so replaced, and until otherwise determined the Security issued in replacement thereof. In the case of the cancellation of any of the Securities, the Register will include notations of the Security so cancelled and the date on which such Security was cancelled. The Co-Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of Securities at its office in New York City. The Co-Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of Securities. The Register will show the amount of the Securities, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Securities and any payment instructions with respect thereto (if different from a Holder’s registered address). The Registrar and the Co-Registrar shall at all reasonable times during office hours make the Register available to the Bank or any Person authorized by the CompanyBank in writing for inspection and for taking copies thereof or extracts therefrom, by Board Resolutionand at the expense and written direction of the Bank, the Registrar and the Co-Registrar shall deliver to such Persons all lists of Holders of Securities, their addresses and amounts of such holdings as the Bank may request. The Registrar shall maintain the Register in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language. (i) Subject to Section 2.10(b)(ii) and such reasonable and customary regulations as the Bank may from time to time prescribe, transfers of any Certificated Security Register initially shall in whole or in part pursuant to this Section 2.10(b) must be kept made at the Principal Office relevant office of the Trustee. The Trustee is hereby appointed "SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided and shall be considered an agent of the Company for this purpose. The Company may appoint one Registrar or more "Security Co-Registrars" for such purpose. The Security Registrar and any Security Co-Registrars are herein sometimes referred to, and are appointed as, the "SECURITY REGISTRAR." Upon surrender for registration of transfer of any Security of any series at any office or agency of the Company designated pursuant to Section 8.02 for such purpose or at the office of any Security Co-Registrarother Transfer Agent that may be appointed by the Bank, the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver a Security or Securities by delivery of such series for a like aggregate principal amount, in such authorized denomination or denominations and registered in such name or names as may be requested. The transfer of any security shall not be valid as against Certificated Security with the Company or the Trustee unless registered at such offices or agency by the registered holder, or by his attorney duly authorized in writing, and recorded in the Security Register. There shall be only one Security Register with respect to each series of Securities. Securities of any series in their several authorized denominations are exchangeable for a Security or Securities of such series in authorized denominations and of a like aggregate principal amount. Securities to be exchanged as aforesaid shall be surrendered for that purpose by the registered holder thereof at such offices or agency, and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities in such authorized denomination or denominations as the Securityholder making the exchange shall have requested and shall be entitled to receive. The Company shall not be required to make any exchange or effect registration form of transfer of (i) any Security which shall have been designated for redemption in whole or in part except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed, or (ii) any Security for a period of 15 days next preceding any selection of Securities for redemption. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. All Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company or the Trustee or any Security Registrar or Security Co-Registrar or any Authenticating Agent) be thereon duly endorsed by, or accompanied by a written instrument or instruments of transfer (in form reasonably satisfactory to the Company Bank and the Security Registrar or Co-Registrar or any Security Co-Registrar) other Transfer Agent, as the case may be, duly executed by, by the registered holder Holder thereof or by his attorney such registered Holder’s attorney-in-fact duly authorized in writing. If at In exchange for any time the Depositary Certificated Security properly presented for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 2.01transfer, the Company Trustee shall appoint a successor Depositary with respect promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the Securities of such series. If a successor Depositary for transferee or send by mail (at the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount and like terms and tenor equal to the principal amount risk of the transferee) to such address as the transferee may request, a Certificated Security or Securities in global form representing the name of such series transferee and for the same aggregate principal amount as shall have been transferred. Subject to the minimum denomination requirements, if any, set forth in exchange for the resolutions of the Board of Directors or indenture supplemental hereto related to a particular Series, in the case of the transfer of any Certificated Security in part, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Security or Securities registered in global form. The Company may at any time the name of the transferor and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of a Company order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global formthat was not transferred. If specified by the Company pursuant to Section 2.02 with respect to a series of Securities issued in global form, the Depositary for such series of Certificated Securities may surrender a Security in global form also be exchanged for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge to the holders: (a) to each Person specified by such Depositary a new definitive Security or other Certificated Securities of the same series Series in any authorized denominations and of the same tenor, in authorized denominations, in equal aggregate principal amount equal to and in exchange for of Securities of such Person's beneficial interest in the Security in global form; and (b) to such Depositary a new Security in global form in a denomination equal to the differenceSeries, subject to, if any, between the principal minimum denomination requirements set forth in the applicable resolution of the Board of Directors or indenture supplemental hereto. Unless otherwise specified in the applicable resolution of the Board of Directors or indenture supplemental hereto, Certificated Securities held by Qualified Institutional Buyers may be exchanged for beneficial interests in a Rule 144A Global Security representing Securities of the same Series. In exchange for any such Certificated Security, the Trustee will increase the amount of the surrendered relevant Rule 144A Global Security in 15 global form and by the aggregate principal amount of such Certificated Security and will cause the definitive Registrar or Co-Registrar to make the appropriate entries in the Register indicating a transfer of a beneficial interest to such Qualified Institutional Buyer or to a participant in the relevant clearing system specified by such Qualified Institutional Buyer. Except as specified in this paragraph and in Section 2.13 hereof, Certificated Securities delivered to holders pursuant to will not be exchangeable for interests in Global Securities. (ii) In the case of any Certificated Securities issued in reliance on the exemption from registration afforded by Rule 144A, issued upon transfer or exchange of any such Security (other than in accordance with clause (a2 of this Section 2.10(b)(ii)) above. Upon the or issued upon exchange of a Rule 144A Global Security in global form for Securities in definitive formpursuant to Section 2.7 hereof, prior to the date which is two years after the Original Issue Date of any such Security (or of such Rule 144A Global Security, as the case may be) (provided that the Bank or any affiliate thereof has not acquired such Security during such two-year period) or in global form the case of any other “restricted security” (as defined in Rule 144), the Registrar and Co-Registrar, as Transfer Agents, shall be cancelled by not register the Trustee transfer or an agent exchange of such Security (other than pursuant to Section 2.13 hereof) unless: 1. either (A) the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Registrar or Co-Registrar in writing that such registered Holder intends to rely or is relying on the exemption from the registration requirements of the Company Securities Act provided by Rule 144A thereunder in making such transfer or (B) the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for Person presenting such Security in global formfor transfer (if other than the registered Holder or its attorney-in-fact), pursuant to instructions from or its direct or indirect participants or otherwiseattorney-in-fact, shall instruct have advised the Trustee Registrar or an agent of the Company or the Trustee Co-Registrar in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection therewith. The Company and the Trustee, and the agents of either, may deem and treat writing that the Person in whose name any the Security is to be registered as in the absolute Register upon transfer (and each beneficial owner of such Security) is a Qualified Institutional Buyer and that such Person or Persons have been advised that the Security has been sold or transferred to it in reliance upon Rule 144A; or 2. either (whether or not A) the registered Holder presenting such Security for transfer, or its attorney-in-fact, shall have advised the Registrar or Co-Registrar in writing that the registered Holder intends to rely or is relying on the exemption from the registration requirements of the Securities Act provided by Regulation S or (B) the Person presenting such Security for transfer (if other than the registered Holder or its attorney-in-fact), or its attorney-in-fact, shall have advised the Registrar or Co-Registrar in writing that the Security has been sold or transferred to it in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S; or 3. such Security is to be overdue and notwithstanding any notation registered in the Register upon transfer in the name of ownership a Dealer, its nominee or other the Bank; or 4. the Person presenting the Security for transfer, or its attorney-in-fact, shall have advised the Trustee in writing thereon) for all purposes whatsoever (subject to that another exemption from the provisions set forth herein relating to Record Dates and record dates for registration requirements of the payment Securities Act is available, including the exemption provided by Rule 144, which is confirmed in an opinion of any defaulted interest)counsel, and the Company and Registrar or Co-Registrar has received the Trustee, and written consent of the agents of either, shall not be affected by any notice Bank to the contraryregistration of such transfer, in which event the Registrar or Co-Registrar shall register such transfer only in accordance with the conditions of such consent. None For purposes of the Company, the Trusteethis Section 2.10(b)(ii), any Authenticating Agentsuch advice to the Trustee in writing may be in the form of a letter, notice or other written document, including, with respect to clauses 1, 2 and 3 above, by appropriate notation on the transfer notice set forth on such Security. Neither the Registrar or Co-Registrar nor any paying agent Transfer Agent shall register the transfer of or exchange of Certificated Securities for a period of 15 days preceding the due date for any payment of interest on the Security Registrar will have any responsibility or liability during the period of 30 days ending on the due date for any aspect payment of principal on the records relating to Security. Neither the Registrar or payments made on account Co-Registrar nor any Transfer Agent shall register the transfer of beneficial ownership interests of a Security in global form or exchange any Securities previously called for maintaining, supervising or reviewing any records relating to such beneficial ownership interest and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositaryredemption.