Common use of Registration, Transfer and Exchange Clause in Contracts

Registration, Transfer and Exchange. The Issuer will keep, either at the office or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:

Registration, Transfer and Exchange. The Issuer will keep, either keep at the each office or agency designated and to be maintained by for the Issuer purpose as provided in Section 3.02 for such purpose in the Borough each series of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Securities of a such series as in this Article providedand the registration of transfer of Securities of such series. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees a new Security or Securities of the same series series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount and having amount. At the same interest rateoption of the Holder thereof, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than except a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same such series in other having authorized denominations, in denominations and an equal aggregate principal amount and having the same interest rateamount, maturity, redemption and repayment provisions. upon surrender of such Securities of any series to be exchanged at the agency of the Issuer that shall be surrendered at any office or agency to be maintained by the Issuer for the such purpose as provided in accordance with Section 3.23.02 and upon payment, and if the Issuer shall execute (in each case with so require, of the Guaranty endorsed thereon executed by charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Guarantor) Issuer shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor deliver, the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder Holder making the exchange shall be is entitled to receive, bearing numbers . All Securities surrendered upon any exchange or other distinguishing symbols not contemporaneously outstanding. Each Person designated transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on Trustee will deliver a current basis, such information as to all registrations certificate of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and disposition thereof to the extent required by applicable law and regulationsIssuer. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder Holder or his or her attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection first mailing of notice of redemption of Securities of that such series to be redeemed, redeemed or (b) any Securities selected, called or being called for redemption or surrendered for repayment redemption, in whole or in part part, except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaidredeemed. Notwithstanding any other provision of this Section 2.122.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for such the Securities of a series shall no longer be eligible under Section 2.72.04, the Issuer shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If a successor Depositary for the Securities of such Securities series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.6 2.03 that the Securities of such Securities series be represented by one or more a Global Securities Security shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive deliver, Securities of the same seriessuch series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities of such Securitiesseries, in exchange for such Global Security or Securities. The Issuer may at any time, time and in its sole discretion, discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Officer’s Certificate for the authentication and delivery of definitive SecuritiesSecurities of such series, will authenticate and make available for delivery definitive deliver, Securities of the same seriessuch series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or SecuritiesSecurities representing such series, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the The Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for deliverydeliver, without service charge:,

Registration, Transfer and Exchange. The Issuer will keep, either Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency designated and to be maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, Company in accordance with the provisions Section 9.2 in a Place of Section 3.2, Payment or at any of in such other offices place or agencies medium as may be designated and maintained in accordance with the provisions of specified pursuant to Section 3.2, 3.1 a register or registers (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, the Company shall provide for the registration of Registered Securities and will register the transfer of, Securities registration of a series as in this Article providedtransfers of Registered Securities. Such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open for inspection Unless otherwise provided as contemplated by Section 3.1, the Trustee is hereby appointed “Registrar” for the purpose of registering Registered Securities and any Security registrar (transfers of Registered Securities as defined below) other than the Trusteeherein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the office or agency maintained pursuant to Section 9.2 in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount. Unless otherwise provided with respect to any Securities pursuant to Section 3.1, Bearer Securities (except for any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall be transferable by delivery. Unless otherwise provided as contemplated by Section 3.1, at the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency to be maintained in exchange for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Registered Security or Securities of the same series in authorized denominations after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for a like aggregate principal amount and having the same interest ratepayment of Defaulted Interest, maturity and repayment and redemption provisions. Any such Bearer Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office without the coupon relating to such Interest Payment Date or agency proposed date of payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to be maintained by the Issuer for person so surrendering the purpose as provided in Section 3.2Bearer Security), and interest or Defaulted Interest, as the Issuer shall execute (case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in each case respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery provisions of this Indenture. Unless otherwise specified pursuant to Section 3.1 with respect to a series of Securities or as otherwise provided below in exchange therefor the Security or this Section 3.5, owners of beneficial interests in Securities of the same such series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall represented by a Security issued in global form will not be entitled to receivehave Securities of such series registered in their names, bearing numbers or other distinguishing symbols will not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, receive or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory entitled to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection receive physical delivery of Securities of that such series to in certificated form and will not be redeemed, considered the Holders or (b) owners thereof for any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaidpurposes hereunder. Notwithstanding any other provision of this Section 2.12Section, unless and until it is exchanged in whole or in part for Securities in definitive registered formcertificated form in the circumstances described below, a Global Security in global form representing all or a portion of the Securities of a series may not be transferred or exchanged 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. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for the Securities of such Securities series notifies the Company that it shall no longer be eligible under Section 2.73.3, the Issuer Company shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary for the Securities of such Securities series is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the Issuer's Company’s election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities 3.1(b) (27) shall no longer be effective with respect to the Securities of such series and the Issuer will Company shall execute, and the Trustee, upon receipt of an Officers' Certificate a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, will shall authenticate and make available for delivery definitive deliver, Securities of the same seriessuch series of like tenor in certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities, series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. The Issuer Company may at any time, and time in its sole discretion, discretion determine that Securities of a series issued in the global form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurities in global form. In such event the Issuer will Company shall execute, and the Trustee, upon receipt of an Officers' Certificate a Company Order for the authentication and delivery of definitive Securitiescertificated Securities of such series of like tenor, will shall authenticate and make available for delivery definitive deliver, Securities of the same seriessuch series of like tenor in certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, Securities of such series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer Company pursuant to Section 2.6 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary for such Global Security series may surrender a Security in global form of such Global Security series in exchange in whole or in part for definitive Securities of the same such series in certificated form on such terms as are acceptable to the Issuer Company and such Depositary. Thereupon, the Issuer Company shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for deliverydeliver, without service charge:,

Registration, Transfer and Exchange. The Issuer will keep, either Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency designated and to be maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, Company in accordance with the provisions Section 9.2 in a Place of Section 3.2, Payment or at any of in such other offices place or agencies medium as may be designated and maintained in accordance with the provisions of specified pursuant to Section 3.2, 3.1 a register or registers (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, the Company shall provide for the registration of Registered Securities and will register the transfer of, Securities registration of a series as in this Article providedtransfers of Registered Securities. Such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open for inspection Unless otherwise provided as contemplated by Section 3.1, the Trustee is hereby appointed “Registrar” for the purpose of registering Registered Securities and any Security registrar (transfers of Registered Securities as defined below) other than the Trusteeherein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the office or agency maintained pursuant to Section 9.2 in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount. Unless otherwise provided with respect to any Securities pursuant to Section 3.1, Bearer Securities (except for any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall be transferable by delivery. Unless otherwise provided as contemplated by Section 3.1, at the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency to be maintained in exchange for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Registered Security or Securities of the same series in authorized denominations after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for a like aggregate principal amount and having the same interest ratepayment of Defaulted Interest, maturity and repayment and redemption provisions. Any such Bearer Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office without the coupon relating to such Interest Payment Date or agency proposed date of payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to be maintained by the Issuer for person so surrendering the purpose as provided in Section 3.2Bearer Security), and interest or Defaulted Interest, as the Issuer shall execute (case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in each case respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery provisions of this Indenture. Unless otherwise specified pursuant to Section 3.1 with respect to a series of Securities or as otherwise provided below in exchange therefor the Security or this Section 3.5, owners of beneficial interests in Securities of the same such series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall represented by a Security issued in global form will not be entitled to receivehave Securities of such series registered in their names, bearing numbers or other distinguishing symbols will not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, receive or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory entitled to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection receive physical delivery of Securities of that such series to in certificated form and will not be redeemed, considered the Holders or (b) owners thereof for any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaidpurposes hereunder. Notwithstanding any other provision of this Section 2.12Section, unless and until it is exchanged in whole or in part for Securities in definitive registered formcertificated form in the circumstances described below, a Global Security in global form representing all or a portion of the Securities of a series may not be transferred or exchanged 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. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for the Securities of such Securities series notifies the Company that it shall no longer be eligible under Section 2.73.3, the Issuer Company shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary for the Securities of such Securities series is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the Issuer's Company’s election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities 3.1(a) (27) shall no longer be effective with respect to the Securities of such series and the Issuer will Company shall execute, and the Trustee, upon receipt of an Officers' Certificate a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, will shall authenticate and make available for delivery definitive deliver, Securities of the same seriessuch series of like tenor in certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities, series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. The Issuer Company may at any time, and time in its sole discretion, discretion determine that Securities of a series issued in the global form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurities in global form. In such event the Issuer will Company shall execute, and the Trustee, upon receipt of an Officers' Certificate a Company Order for the authentication and delivery of definitive Securitiescertificated Securities of such series of like tenor, will shall authenticate and make available for delivery definitive deliver, Securities of the same seriessuch series of like tenor in certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, Securities of such series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer Company pursuant to Section 2.6 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary for such Global Security series may surrender a Security in global form of such Global Security series in exchange in whole or in part for definitive Securities of the same such series in certificated form on such terms as are acceptable to the Issuer Company and such Depositary. Thereupon, the Issuer Company shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for deliverydeliver, without service charge:,

Registration, Transfer and Exchange. The Issuer will keep, either at the office or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person person authorized to register register, and register transfer of of, the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person person shall at any time be designated as or act as a Security registrar unless such Person person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:

Registration, Transfer and Exchange. The Issuer will keep, either at the office Company may appoint one or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or more Securities Registrars; provided that there shall not be more than one Securities Registrar at any given time. The Company initially appoints the Trustee as Securities Registrar. The Company will keep or cause to be kept at one of such other the offices or agencies to be maintained for the purpose as may be designated and maintained provided in accordance with the provisions of Section 3.2, 3.02 a register or registers (the “Securities Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. Such register The Securities 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. At all reasonable times such register or registers the Securities Register shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, the Issuer Company shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisionsamount. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisionsamount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer Company for the purpose as provided in Section 3.23.02, and the Issuer Company shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder Holder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulationsOutstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer Company and the Trustee duly executed by, the Securityholder Holder or his attorney duly authorized in writing, together with signature guarantees for such Holder or attorney. The Issuer Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer Neither the Company nor the Trustee shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection first mailing of notice of redemption of Securities of that such series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment 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 or repaid in part, the portion thereof not so to be redeemed or repaidredeemed. Notwithstanding any other provision of In addition to the transfer requirements provided in this Section 2.122.08, unless and until it is exchanged any Security or Securities will be subject to such further transfer restrictions as may be contained in whole an Officer’s Certificate or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for indenture supplemental hereto applicable to such series of Securities. The Trustee shall have no obligation or duty to a nominee of such Depositary monitor, determine or by a nominee of such Depositary inquire as to such Depositary compliance with any restrictions on transfer imposed under this Indenture 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary applicable law with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware any transfer of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, any interest in any authorized denominations, Security (including any transfers between or among Agent Members or beneficial owners of interests in an aggregate principal amount equal to the principal amount of the any Global Security or Securities representing definitive Security) other than to require delivery of such Securities, in exchange for such Global Security certificates and other documentation or Securities. The Issuer may at any timeevidence as are expressly required by, and in its sole discretionto do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine that substantial compliance as to form with the express requirements hereof. All Securities issued in the form upon any registration of one transfer or more Global exchange of Securities shall no longer be represented by a Global Security or Securities. In such event valid obligations of the Issuer will executeCompany, evidencing the same debt, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of entitled to the same seriesbenefits under the Indenture, in any authorized denominations, in an aggregate principal amount equal to as the principal amount of the Registered Global Security Securities surrendered upon such transfer or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:exchange.

Registration, Transfer and Exchange. of -------------------------------------- Notes. ----- The Issuer will keep, either Notes are issuable only as registered Notes without coupons in the denomination of $100,000 or any multiple or any fraction thereof at the office sole discretion of the Company. Each Note shall bear the following restrictive legend: "These securities have not been registered under the Securities Act of 1933, as amended, and may be offered and sold or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with otherwise transferred only if registered pursuant to the provisions of Section 3.2, that Act or if an exemption from registration is available." The Bank shall keep at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, its principal corporate trust office a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, which the Bank shall provide for the registration and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the TrusteeNotes. Upon due presentation surrender for registration of transfer of any Security of any series Note at any such office or agency to be maintained for of the purpose as provided in Section 3.2Bank, the Issuer Company shall execute (in each case with execute, pursuant to Section 2 hereof, and mail by first class mail to the Guaranty endorsed thereon executed by the Guarantor) Bank, and the Trustee Bank shall authenticate authenticate, pursuant to Section 3 hereof, and make available for delivery mail by first class mail to the designated transferee, or transferees, one or more new Notes in an aggregate principal amount equal to the unpaid principal amount of such surrendered Note, registered in the name of the designated transferee or transferees a new Security transferees. Every Note presented or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment transfer shall (if so required by the Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to duly executed, by the Issuer and the Trustee duly executed by, the Securityholder holder of such Note or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding Notwithstanding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in partpreceding, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series Notes may not be transferred except as a whole by without an effective registration statement under the Depositary for Securities Act of 1933 covering the Notes or an opinion of counsel satisfactory to the Company and its counsel that 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities registration is not appointed by necessary under the Issuer within 90 days after Securities Act of 1933 (the Issuer receives such notice or becomes aware of such ineligibility, "Securities Act"). At the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities option of the same seriesowner of any Note, in such Note may be exchanged for other Notes of any authorized denominations, in an aggregate principal amount equal to the unpaid principal amount of such surrendered Note, upon surrender of the Global Security Note to be exchanged at the principal corporate trust office of the Bank; provided, however, that any exchange for denominations other than $100,000 or Securities representing such Securitiesan integral multiple thereof shall be at the sole discretion of the Company. Whenever any Note is so surrendered for exchange, the Company shall execute, pursuant to Section 2 hereof, and deliver to the Bank, and the Bank shall authenticate, pursuant to Section 3 hereof, and mail by first class mail to the designated transferee, or transferees, the Note or Notes which the Note owner making the exchange is entitled to receive. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall be dated the date to which interest has been paid on such Global Security Note surrendered for exchange or Securities. The Issuer may at any timetransfer, and in its sole discretionneither gain nor loss of interest shall result from any such exchange or transfer. In addition, determine that Securities each Note issued upon such exchange or transfer shall bear the restrictive legend set forth above unless in the form opinion of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal counsel to the principal amount of the Registered Global Security or SecuritiesCompany, in exchange for such Global Security or Securities. If specified by the Issuer pursuant legend is not required to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, ensure compliance with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:Securities Act.

Registration, Transfer and Exchange. The Issuer will keepmaintain a main register at its registered office and one or more branch registers as it may determine from time to time. The Securityholders may request the transfer from one register into another register. The Issuer shall cause to be kept, either at the office or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a branch register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. Such branch 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. At all reasonable times such branch register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person person authorized to register register, and register transfer of of, the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person person shall at any time be designated as or act as a Security registrar unless such Person person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.152.13, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.122.10, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.72.6, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 2.5 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 2.5 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:

Registration, Transfer and Exchange. The Issuer will keep, either keep at the each office or agency designated and to be maintained by for the Issuer purpose as provided in Section 3.2 for such purpose in the Borough each series of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, reg- istration of Registered Securities of a such series as in this Article providedand the registration of transfer of Registered 18 Securities of such series. Such register shall be in written form in the English En- glish language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate au- thenticate and make available for delivery deliver in the name of the transferee or transferees a new Reg- istered Security or Registered Securities of the same series series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount amount. Unregistered Securities (except for any temporary global Unregistered Securi- ties) and having Coupons (except for Coupons attached to any temporary global Unreg- istered Securities) shall be transferable by delivery. At the same interest rateoption of the Holder thereof, maturity and repayment and redemption provisions. Any Security or Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of the same such series in other having authorized denominations, in denominations and an equal aggregate principal amount amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 and having upon payment, if the same interest rateIssuer shall so require, maturity, redemption and repayment provisionsof the charges hereinaf- ter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.3, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series having other authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be surrendered at any office or agency to be maintained by the Issuer for the such purpose as provided in accordance with Section 3.2, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Cou- pons and all matured Coupons in default thereto appertaining, and upon pay- ment, if the Issuer shall execute (so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in each more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, such Unregistered Securities may be exchanged for Unregistered Securities of such series having authorized denominations and an equal aggregate princi- pal amount, upon surrender of such Unregistered Securities 19 to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3, with, in the case with of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Guaranty endorsed thereon executed by Issuer shall so require, of the Guarantor) charges hereinafter provided. Unless otherwise specified pursuant to Section 2.3, Registered Secu- rities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor deliver, the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder Holder making the exchange shall be is entitled to receive, bearing numbers . All Securities and Coupons surrendered upon any exchange or other distinguishing symbols not contemporaneously outstanding. Each Person designated transfer provided for in this In- denture shall be promptly cancelled and disposed of by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on Trustee will deliver a current basis, such information as to all registrations certificate of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and disposition thereof to the extent required by applicable law and regulationsIssuer. All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder Holder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection first mailing of notice of redemption of Securities of that such series to be redeemed, redeemed or (b) any Securities selected, called or being called for redemption or surrendered for repayment redemption, in whole or in part part, except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaidredeemed. Notwithstanding any other provision of this Section 2.122.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security 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. 20 If at any time the Depositary for any Registered Securities of a series represented rep- resented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities Registered Secu- rities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.72.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such SecuritiesRegistered Securi- ties. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives re- ceives such notice or becomes aware of such ineligibility, the Issuer's election elec- tion pursuant to Section 2.6 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive deliver, Securities of the same series, such series in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the definitive regis- tered form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same serieswithout coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Secu- rity or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Reg- istered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Secu- rity or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Secu- rities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the prin- cipal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or SecuritiesSe- curities. If specified by the Issuer pursuant to Section 2.6 2.3 with respect to Securities represented by a Registered Global Security, the Depositary for such Regis- tered Global Security may surrender such Registered Global Security in exchange ex- change in whole or in part for definitive Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such DepositaryDeposi- tary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for deliverydeliver, without service charge:, (i) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Registered Global Security; and 21

Registration, Transfer and Exchange. The With respect to each series of Securities, the Issuer will keep, either cause to be kept at the each office or agency designated and to be maintained by for the Issuer for such purpose as provided in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, 3.2 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaidamount. Notwithstanding any other provision of this Section 2.12Section, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. Any Security or Securities of any series (other than a Global Security, except as set forth herein) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for the Securities of such Securities series shall no longer be eligible under Section 2.72.4, the Issuer shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If a successor Depositary for the Securities of such Securities series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities 2.3(15) shall no longer be effective with respect to the Securities of such series and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate order of the Issuer for the authentication and delivery of definitive Securities of such series, will authenticate and make available deliver Securities of such series in definitive form in the aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In the event of such a determination by the Issuer or if an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the applicable series of Securities represented by one or more Global Securities advise the Depositary to cease acting as depositary for such Global Security or Securities, the Issuer will execute, and the Trustee, upon receipt of an order of the Issuer for the authentication and delivery of definitive Securities of the same such series, will authenticate and deliver Securities of such series in any authorized denominations, definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, series in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:.

Registration, Transfer and Exchange. The Issuer will keep, either at the office or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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 Depository 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, execute and the Trustee shall authenticate and make available for delivery, without service charge:

Registration, Transfer and Exchange. (a) The Issuer will keep, either keep at the each office or agency designated and to be maintained by for the Issuer purpose as provided in Section 3.2 for such purpose in the Borough each series of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities of a such series as in this Article providedand the registration of transfer of Registered Securities of such series. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount amount. Unregistered Securities (except for any temporary global Unregistered Securities) and having Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery. At the same interest rateoption of the Holder thereof, maturity and repayment and redemption provisions. Any Security or Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of the same such series in other having authorized denominations, in denominations and an equal aggregate principal amount amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 and having upon payment, if the same interest rateIssuer shall so require, maturity, redemption and repayment provisionsof the charges hereinafter provided. If the Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:are

Registration, Transfer and Exchange. The Issuer will ----------------------------------- keep, either at the office or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:provisions

Registration, Transfer and Exchange. The Issuer will keep, either keep at the an office or agency designated and to be maintained by for the Issuer purpose as provided in Section 3.2 for such purpose in the Borough each series of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities of a each series as in this Article providedand the registration of transfer of Registered Securities of such series. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other Trustee. There may not be more than the Trusteeone register for each series of Securities. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount amount. Unregistered Securities (except for any temporary global Unregistered Securities) and having Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery. At the same interest rateoption of the Holder thereof, maturity and repayment and redemption provisions. Any Security or Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of the same such series in other having authorized denominations, in denominations and an equal aggregate principal amount amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 and having upon payment, if the same interest rateIssuer shall so require, maturity, redemption and repayment provisionsof the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.3, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be surrendered at any office or agency to be maintained by the Issuer for the such purpose as provided in accordance with Section 3.2, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall execute (so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in each more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, such Unregistered Securities may be exchanged for Unregistered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3, with, in the case with of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Guaranty endorsed thereon executed by Issuer shall so require, of the Guarantor) charges hereinafter provided. Unless otherwise specified pursuant to Section 2.3, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor deliver, the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder Holder making the exchange shall be is entitled to receive, bearing numbers . All Securities and Coupons surrendered upon any exchange or other distinguishing symbols not contemporaneously outstanding. Each Person designated transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on Trustee will deliver a current basis, such information as to all registrations certificate of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and disposition thereof to the extent required by applicable law and regulationsIssuer. All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, by the Securityholder Holder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection first mailing or publication of notice of redemption of Securities of that such series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment redemption, in whole or in part part, except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed redeemed, or repaid(c) any Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.122.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security 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. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.72.4, the Issuer shall appoint a successor Depositary with respect to such Registered Securities. If a successor Depositary for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive deliver, Securities of the same series, such series in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the definitive registered form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same serieswithout Coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 2.3 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for definitive Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for deliverydeliver, without service charge:,

Registration, Transfer and Exchange. The Issuer will keep, either keep at the each office or agency designated and to be maintained by for the Issuer purpose as provided in Section 3.2 for such purpose in the Borough each series of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Securities of a each series as in this Article providedand the registration of transfer of Securities of such series. Such Each 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. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees a new Security or Securities of the same series series, maturity date, interest rate, if any, and original issue date in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulationsamount. All Securities presented for registration of transfer, exchange, redemption or payment transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. All Securities surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and returned to the Issuer. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transactiontransaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection first mailing or publication of notice of redemption of Securities of that such series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment redemption, in whole or in part part, except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid(c) any Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.122.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion part 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.72.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will shall execute, and the Trustee, upon receipt of an Officers' Certificate Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and make available deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of the same such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for deliverydeliver, without service charge:,

Registration, Transfer and Exchange. The Issuer will keep, either at the office or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person person shall at any time be designated as or act as a Security registrar unless such Person person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.152.13, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.122.10, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.72.6, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 2.5 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 2.5 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:

Registration, Transfer and Exchange. The Issuer Indenture Trustee ----------------------------------- will keep, either on behalf of the Owner Trustee, at the each office or agency designated and to be maintained by for the Issuer for such purpose as provided in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, 3.02 hereof a Register or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers in Registers on which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series Equipment Notes as provided in this Article providedArticle. Such register 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 period of time. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series Equipment Note at any such office or agency to be maintained for the purpose as provided in Section 3.2agency, the Issuer Owner Trustee shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Indenture Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees transferees, in authorized denominations, a new Security Equipment Note or Securities Equipment Notes of the same series in authorized denominations Series, and with the same principal amount, interest rate and amortization schedule, for a like an equal aggregate principal amount and having amount; provided, that such Equipment -------- Note being transferred shall be canceled in accordance with Section 2.08 hereof simultaneously with the same interest rate, maturity and repayment and redemption provisionsissuance of the new Equipment Note. Any Security Equipment Note or Securities of any series (other than a Global Security, except as set forth below) Equipment Notes may be exchanged for a Security an Equipment Note or Securities Equipment Notes of the same series Series but in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisionsamount. Securities of any series Equipment Notes to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer Indenture Trustee for the purpose as provided in Section 3.23.02 hereof, and the Issuer Owner Trustee shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Indenture Trustee shall authenticate and make available for delivery deliver in exchange therefor the Security Equipment Note or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions Equipment Notes which the Securityholder Holder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously or previously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities Equipment Notes presented for registration of transfer, exchange, redemption prepayment or payment shall (if so required by the Issuer Owner Trustee or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer Owner Trustee and the Indenture Trustee duly executed by, by the Securityholder Holder or his its attorney duly authorized in writingwriting and (except in the case of transfers pursuant to Article 13 of the Participation Agreement) the Indenture Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act. The Issuer Indenture Trustee may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transferEquipment Notes. No service charge shall be made levied for any such transaction. The Issuer Indenture Trustee shall not be required to exchange or register a transfer of any Equipment Notes (a) any Securities of any series for a period of 15 days next immediately preceding the selection first mailing of Securities notice of that series to be redeemed, prepayment of such Equipment Notes or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such which notice or becomes aware of such ineligibility, the Issuer's election prepayment has been given pursuant to Section 2.6 that 6.03 hereof and such Securities notice has not been revoked. All Equipment Notes issued upon any transfer or exchange of Equipment Notes shall be represented by one or more Global Securities shall no longer be effective and valid obligations of the Issuer will executeOwner Trustee, evidencing the same debt, and entitled to the Trusteesame security and benefits under this Indenture, as the Equipment Notes surrendered upon receipt such transfer or exchange. Any such transferee of an Officers' Certificate for Equipment Note, by its acceptance of an Equipment Note, agrees to the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities provisions of the same seriesParticipation Agreement applicable to Holders, in any authorized denominations, in an aggregate principal amount equal and shall be deemed to have covenanted to the principal amount of parties to the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued Participation Agreement as to the matters covenanted by the original Loan Participant in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:Participation Agreement.

Registration, Transfer and Exchange. (a) The Issuer Company will keep, either keep at the each office or agency designated and to be maintained by for the Issuer for such purpose as provided in Section 3.2 the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 3.2 being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Company may prescribe, it will register, provide for the registration of Registered Notes and will register the registration of transfer of, Securities of a series as in this Article providedRegistered Notes. Such register Security 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. At all reasonable times such register Security Register or registers shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Notes and any Security registrar (transfers and exchanges of Notes as defined below) other than the Trusteeherein provided. Upon due presentation for registration of transfer of any Security of any series Registered Note at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer Company shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees a new Security or Securities of Registered Note, for the same series maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount and having amount. At the same interest rateoption of the Holder thereof, maturity and repayment and redemption provisions. Any Security or Securities of any series Registered Notes (other than a Registered Global SecurityNote, except as set forth below) may be exchanged for a Security Registered Note or Securities of the same series in other Registered Notes having authorized denominations, in denominations and an equal aggregate principal amount and having the same interest rateamount, maturity, redemption and repayment provisions. Securities upon surrender of any series such Registered Notes to be exchanged at the agency of the Company that shall be surrendered at any office or agency to be maintained by for such purpose in accordance with Section 3.2 and upon payment, if the Issuer for the purpose as provided in Section 3.2Company shall so require, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the charges hereinafter provided. All Notes surrendered upon any exchange or transfer provided for in this Indenture shall be entitled to receivepromptly canceled and, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by upon the Issuer pursuant Company’s written request, returned to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulationsCompany. All Securities Registered Notes presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer Company or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer Company and the Trustee duly executed byexecuted, by the Securityholder Holder or his attorney duly authorized in writing. The Issuer Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transferNotes. No service charge shall be made for any such transaction. The Issuer Company shall not be required to exchange or register a transfer of (a) any Securities of any series Notes for a period of 15 days next preceding the selection first mailing of Securities notice of that series redemption of Notes to be redeemed, redeemed or (b) any Securities Notes selected, called or being called for redemption or surrendered for repayment redemption, in whole or in part part, except, in the case of any Security Note to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaidredeemed. Notwithstanding any other provision of this Section 2.122.7, unless and until it is exchanged in whole or in part for Securities Notes in definitive registered form, a Registered Global Security Note representing all or a portion of the Securities of a series Notes 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. If at any time the Depositary for any Securities of a series Registered Notes represented by one or more Registered Global Securities Notes notifies the Issuer Company that it is unwilling or unable to continue as Depositary for such Securities Registered Notes or if at any time the Depositary for such Securities Registered Notes shall no longer be eligible under Section 2.7this Indenture, the Issuer Company shall appoint a successor Depositary eligible under this Indenture with respect to such SecuritiesRegistered Notes. If a successor Depositary eligible under this Indenture for such Securities Registered Notes is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer Company will execute, and the Trustee, upon receipt of an Officers' Officer’s Certificate for the authentication and delivery of definitive Securities of such seriesNotes, will authenticate and make available for delivery deliver, Notes in definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same seriesregistered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security Note or SecuritiesNotes representing such Registered Notes in exchange for such Registered Global Note or Notes. The Company may at any time and in its sole discretion determine that the Registered Notes issued in the form of one or more Registered Global Notes shall no longer be represented by a Registered Global Note or Notes. In such event the Company will execute, and the Trustee, upon receipt of any Officer’s Certificate for the authentication and delivery of definitive Notes, will authenticate and deliver, Notes in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Note or Notes representing such Registered Notes, in exchange for such Registered Global Security Note or SecuritiesNotes. If specified by the Issuer pursuant to Section 2.6 with With respect to Securities Notes represented by a Registered Global SecurityNote, the Depositary for such Registered Global Security Note may surrender such Registered Global Security Note in exchange in whole or in part for Notes in definitive Securities of the same series registered form on such terms as are acceptable to the Issuer Company and such Depositary. Thereupon, the Issuer Company shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for deliverydeliver, without service charge:,

Registration, Transfer and Exchange. The Issuer will ----------------------------------- keep, either at the office or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered surren- dered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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 Depository 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for delivery, without service charge:

Registration, Transfer and Exchange. The Issuer will keep, either keep at the each office or agency designated and to be maintained by for the Issuer purpose as provided in Section 3.2 for such purpose in the Borough each series of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Securities of a each series as in this Article providedand the registration of transfer of Securities of such series. Such Each 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. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery deliver in the name of the transferee or transferees a new Security or Securities of the same series series, maturity date, interest rate, if any, and original issue date in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulationsamount. All Securities presented for registration of transfer, exchange, redemption or payment transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. All Securities surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled by the Trustee in accordance with its customary procedures. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transactiontransaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection first mailing or publication of notice of redemption of Securities of that such series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment redemption, in whole or in part part, except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid(c) any Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.122.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion part 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.72.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will shall execute, and the Trustee, upon receipt of an Officers' Certificate Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and make available deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of the same such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, with the Guaranty endorsed thereon executed by the Guarantor, and the Trustee shall authenticate and make available for deliverydeliver, without service charge:,

Registration, Transfer and Exchange. The Issuer will keep, either at the office or agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 3.2, a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities of a series as in this Article provided. 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. At all reasonable times such register or registers shall be open for inspection by the Trustee and any Security registrar (as defined below) other than the Trustee. Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount and having the same interest rate, maturity and repayment and redemption provisions. Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, maturity, redemption and repayment provisions. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute (in each case with the Guaranty endorsed thereon executed by the Guarantor) and the Trustee shall authenticate and make available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, maturity and repayment and redemption provisions which the Securityholder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person person authorized to register register, and register transfer of of, the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person person shall at any time be designated as or act as a Security registrar unless such Person person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Issuer and the Trustee duly executed by, the Securityholder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 2.15, 7.5 or 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security 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. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, (in each case with the Guaranty endorsed thereon executed by the Guarantor, ) and the Trustee shall authenticate and make available for delivery, without service charge: