Common use of Registration, Transfer and Exchange Clause in Contracts

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in part.

Registration, Transfer and Exchange. The Notes are issuable only in registered form. The Company shall cause to be kept will keep at the Corporate Trust Office specified office of the Trustee Registrar as provided in Section 4.02 (the “Registrar”) a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note “Register"”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company shall provide for the registration of transfer of, Notes and of transfers of Notesas provided in this Article. The name and address of the registered holder of each Note and the amount of each Note, and all transfers and exchanges related thereto, will be recorded in the Register. 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. Such Register shall be open for inspection by the Trustee is hereby appointed "Note Registrar" for and the purpose Trustee may request and shall receive copies of registering Notes such Register at all reasonable times and transfers of Notes as herein providedupon reasonable notice. Upon surrender due presentation for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeNote, the Company shall execute, execute and the Trustee Registrar shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Note or more new Notes of any in authorized denomination, of denominations for a like aggregate principal amount. A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by Euroclear or Clearstream (or their respective agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agencyto the Registrar. Whenever any When Notes are so surrendered presented to the Registrar with a request to register the transfer or to exchange them for exchangean equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee Registrar shall authenticate and deliverNotes at the Company’s request. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, the Notes which or be accompanied by a written instrument of transfer duly executed, by the Holder making thereof or his attorney duly authorized in writing in a form satisfactory to the Company and the Registrar. The Company or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange is entitle or registration of transfer of Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to receiveany Holder shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (1) any Notes for a period of 15 days next preceding the first mailing of notice of redemption of Notes to be redeemed, (2) any Notes called or being called for redemption or (3) any Notes between any Record Date and the relevant Payment Date. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by Claims against the Company or for the Trustee)payment of principal of, premium, if any, or shall be accompanied by a written instrument of transfer interest, on the Notes will become void unless presentation for payment is made as required in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during this Indenture within a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partsix years.

Registration, Transfer and Exchange. The Notes are issuable only in registered form. The Company shall cause will keep at the office or agency to be kept at maintained for the Corporate Trust Office of purpose as provided in Section 4.02 (the Trustee “Registrar”), a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note “Register"”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Notes as in this Article provided. The name and address of the registered holder of each Note and the amount of each Note will be recorded in the Register. 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. Such Register shall be open for inspection by the Trustee at all reasonable times. The Registrar shall provide to the Company shall provide for a duplicate of the registration Register to be maintained by the Company at its registered office in the Cayman Islands (in accordance with the Companies Law of Notes and of transfers of Notesthe Cayman Islands). The Trustee is hereby appointed "Note Registrar" for Registrar agrees to provide to the purpose of registering Notes and transfers of Notes as herein providedCompany updates to the Register within two (2) Business Days after any changes are made thereto. Upon surrender due presentation for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeNote, the Company shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Note or more new Notes of any in authorized denomination, of denominations for a like aggregate principal amount. A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and that the transfer otherwise complies with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agencyto the Registrar. Whenever any When Notes are so surrendered presented to the Registrar with a request to register the transfer or to exchange them for exchangean equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliverNotes at the Registrar’s request. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, the Notes which or be accompanied by a written instrument of transfer duly executed, by the Holder making thereof or his attorney duly authorized in writing in a form satisfactory to the Company and the Registrar. The Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange is entitle or registration of transfer of Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to receiveany Holder shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (a) any Notes for a period of 15 days next preceding the first mailing of notice of redemption of Notes to be redeemed or (b) any Notes called or being called for redemption. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by Claims against the Company or for the Trustee)payment of principal of, premium, if any, or shall be accompanied by a written instrument of transfer interest, on the Notes will become void unless presentation for payment is made as required in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during Indenture within a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partsix years.

Registration, Transfer and Exchange. (a) The Company Indenture Trustee on behalf of the Owner Trustee shall cause to be kept maintain at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Bond Register") for the purpose of registration, and registration of transfer and exchange, of the Bonds by series in which, subject to which shall be entered the names and addresses of the owners of such reasonable regulations as it may prescribeBonds and the principal amounts and serial or other identifying numbers of the Bonds owned by such Persons. Unless otherwise provided in respect of the Bonds of a particular series, the Company Indenture Trustee is hereby appointed transfer agent and registrar for the Bonds of all series. (b) A Holder of a Bond intending to register the transfer of any Outstanding Bond held by such Holder (including any transfer in the form of a pledge or assignment) or to exchange any Outstanding Bond held by such Holder for a new Bond or Bonds of the same series shall provide surrender such Outstanding Bond at the Corporate Trust Office, duly endorsed and accompanied by the written request of such Holder or of its attorney duly authorized in writing (in each case with signatures guaranteed) in form and substance reasonably satisfactory to the Indenture Trustee, for the registration of Notes and such Bond in the name of transfers any transferee (including any pledgee or assignee in the case of Notes. The Trustee is hereby appointed "Note Registrar" a transfer in the form of a pledge or assignment) or for the purpose issuance of registering Notes and transfers a new Bond or Bonds of Notes as herein provided. Upon surrender for registration of transfer the same series, specifying the authorized denomination or denominations of any Note at an office new Bond or agency Bonds to be issued and the name and address and taxpayer identification number of the Company designated pursuant Person or Persons in whose name or names the Bond or Bonds are to be registered (either as pledgee or assignee or as owner). Promptly upon receipt by the Indenture Trustee of the foregoing and satisfaction of the requirements of paragraph (d) hereof and Section 1002 for such purpose2.08, the Company Indenture Trustee shall executeregister such Bond or Bonds in the name or names of the Person or Persons specified in the written request and, if a new Bond or Bonds are to be issued, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliverdeliver such new Bond or Bonds of the same series, in the name same aggregate principal amount and dated the same date as the Outstanding Bond surrendered, in the authorized denomination or denominations specified in the written request. The Indenture Trustee shall make a notation on each new Bond of the designated transferee amount of all payments of principal theretofore made on the predecessor Bond or transfereesBonds and the date to which interest on such predecessor Bond or Bonds has been paid. (c) Except as otherwise specified in the Series Supplemental Indenture creating the Bonds of a particular series, one the Indenture Trustee shall not be required to register transfers or more new Notes exchanges of the Bonds of any authorized denomination, series on any date fixed for the payment of principal of or interest on the Bonds of such series or during the fifteen days preceding any such date. (d) As a like aggregate principal amount. At the option condition to registration of the Holder, Notes may be exchanged for other Notes transfer or exchange of any authorized denominationsBond, of a like aggregate principal amount, upon surrender of the Notes Indenture Trustee and the Owner Trustee may charge the Holder thereof for any stamp taxes or governmental charges required to be exchanged at paid with respect to such office registration of transfer or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. . (e) All Notes Bonds issued upon any registration of transfer or exchange of Notes Bonds shall be the valid obligations of the Company, Owner Trustee evidencing the same debt debt, and entitled to the same security and benefits under this Indenture Indenture, as the Notes Bonds surrendered upon such registration of transfer or exchange. Every Note presented or . (f) All Bonds surrendered to the Indenture Trustee for registration of transfer or exchange or for exchange payment in full (whether at the scheduled final maturity thereof, upon redemption or otherwise) shall be duly endorsed canceled by it; and no Bonds shall be issued in lieu thereof except as expressly permitted hereunder. Subject to any Applicable Law to the contrary, the Indenture Trustee shall destroy canceled Bonds held by it in accordance with its customary practices in effect from time to time and deliver a certificate of destruction to the Owner Trustee. If the Owner Trustee shall acquire any of the Bonds, such acquisition shall not operate as a redemption of or the satisfaction of the indebtedness represented by such Bonds unless and until the same shall be delivered to the Indenture Trustee for transfer cancellation. (if so g) The Bond Register shall at all reasonable times be open for inspection by any Holder. Upon receipt of a written request by any Holder, by the Owner Trustee or by the Lessee, the Indenture Trustee shall furnish such Person, at its expense, with a list of the names and addresses of all Holders entered on the Bond Register, indicating the series, principal amount and serial or other identifying number of each Bond held by each such Holder." (7) Paragraphs (a) and (b) of Section 2.10 are deleted and the following inserted in lieu thereof: (a) If (i) any mutilated Bond is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Indenture Trustee evidence to its satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by it to save it and the Company or Owner Trustee harmless (provided, however, that if the Holder of such Bond is the Collateral Trust Trustee, the unsecured written undertaking thereof, in its individual capacity, to indemnify the Indenture Trustee and the Owner Trustee shall constitute sufficient security and indemnity for such purposes), or shall be accompanied then, in the absence of notice to the Indenture Trustee that such Bond has been acquired by a written instrument of transfer in form satisfactory to bona fide purchaser, the Company Owner Trustee shall execute and the Note Registrar duly executed by Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the Holder thereof or such Holder's attorney duly authorized same series, in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 same original principal amount and bearing an identification number not involving any transfercontemporaneously outstanding. The Company Indenture Trustee shall not be required to issue or register make a notation on each such new Bond of (i) the transfer aggregate amount of any Note during a period beginning at the opening all payments of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business principal theretofore made on the day of Bond so mutilated, destroyed, lost or stolen and (ii) the date to which interest on such mailing or to register predecessor Bond has been paid. (b) [Reserved]" (8) Section 2.11 is deleted and the transfer of or exchange any Notes so selected for redemption following inserted in whole or in part, except the unredeemed portion of any Notes being redeemed in part.lieu thereof:

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Debentures and of transfers of NotesDebentures. Such register is herein sometimes referred to as the "Securities Register." The Trustee is hereby appointed "Note Securities Registrar" for the purpose of registering Notes Debentures and transfers of Notes Debentures as herein provided. Upon surrender for registration of or transfer of any Note Debenture at an the office or agency of the Company designated pursuant to Section 1002 for such purpose, that purpose the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Debentures of any authorized denominationdenominations, of a like aggregate principal amount. At the option of the Holder, Notes Debentures may be exchanged for other Notes Debentures of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes Debentures to be exchanged at such office or agency. Whenever any Notes Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Debentures which the Holder making the exchange is entitle entitled to receive. All Notes Debentures issued upon any registration of transfer or exchange of Notes Debentures shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Debentures surrendered upon such registration of transfer or exchange. Every Note Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)Securities Registrar) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Securities Registrar, duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesDebentures. Notwithstanding any of the foregoing, the Global Debenture shall be exchangeable pursuant to this Section 3.5 for Debentures registered in the names of Persons other than exchanges pursuant the Depositary for such Debenture or its nominee only if (a) such Depositary notifies the Company that it is unwilling or unable to Section 304 or 905 not involving any transfer. The continue as Depositary for the Global Debenture, and the Company shall not have appointed a successor depositary within 90 days after such notice, (b) at any time such Depositary ceases to be required a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company shall not have appointed a successor depositary within 90 days, (c) the Company executes and delivers to issue the Trustee a Company Order that the Global Debenture shall be so exchangeable or register (d) there shall have occurred and be continuing an Event of Default. The Global Debenture shall be exchangeable for Debentures registered in such names as such Depositary shall direct. Notwithstanding any other provisions in this Indenture, the Global Debenture may not be transferred except as a whole by the Depositary with respect to the Global Debenture to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, transfer of or exchange any Note Debenture during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption Debentures pursuant to Section 1105 Article 11 and ending at the close of business on the day of such mailing of notice of redemption or (b) to register the transfer of or exchange any Notes Debenture so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Notes being Debenture to be redeemed in part, any portion thereof not to be redeemed. Upon any distribution of the Debentures to the holders of the Preferred Securities in accordance with the Trust Agreement, the Company and the Trustee shall enter into a supplemental indenture pursuant to Section 9.1 to provide for transfer procedures and restrictions with respect to the Debentures substantially similar to those contained in the Trust Agreement to the extent applicable in the circumstances existing at the time of such distribution.

Registration, Transfer and Exchange. The Company Bank shall cause to be kept keep at the Corporate Trust Designated Payment/Transfer Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register"“Registration Books”) in which, subject to such reasonable regulations as it the City or the Bank may prescribe, the Company Bank shall provide for the registration of Notes the Securities and registration of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes Securities as herein provided. Upon surrender for registration of transfer or exchange of any Note Security at an office or agency the Designated Payment/Transfer Office of the Company designated pursuant to Section 1002 for such purposeBank, the Company Bank shall execute, and the Trustee shall authenticate register and deliver, in the name of the designated transferee or transferees, one or more new Notes fully registered Securities of the same maturity, of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, and of a like aggregate principal amount, upon surrender all in accordance with the terms of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchangeOrdinances. Every Note Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Bank) or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Bank duly executed by the Holder or the attorney thereof or such Holder's attorney duly authorized in writing. No service charge Neither the City nor the Bank shall be made for any registration of transfer required (i) to issue, transfer, or exchange of Notes, but the Company may require payment of a sum sufficient any Security subject to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note redemption during a period beginning at the opening of business 15 thirty (30) days before the day of the first mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 Securities and ending at the close of business on the day of such mailing mailing, or (ii) to register the transfer of or exchange any Notes Security after it is so selected for redemption redemption, in whole or in part, prior to the redemption date; except that at the unredeemed portion option of the Holder of at least $1,000,000 in principal amount of a series of Securities, the Bank is required to transfer or exchange any Notes such Security which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Securities is discontinued, the City shall provide an adequate inventory of Security certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Security certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. The Bank as Registrar will maintain the records of the Registration Books in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Registration Books in any form other than those which the Bank has currently available and currently utilizes at the time. The Registration Books may be maintained in written form or in any other form capable of being redeemed in partconverted into written form within a reasonable time.

Registration, Transfer and Exchange. The Company Issuer shall maintain, in the Borough of Manhattan, The City of New York, a Transfer Agent where Notes may be registered or surrendered for registration of transfer or exchange. The Issuer has initially appointed the Fiscal Agent at its Corporate Trust Office as its Transfer Agent. The Issuer shall cause the Transfer Agent to act as a securities registrar and shall cause to be kept at the Corporate Trust Office office of the Trustee Transfer Agent a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and registration of transfers and exchanges of Notes. The Trustee Issuer reserves the right to vary or terminate the appointment of the Transfer Agent or to appoint additional or other Transfer Agents or to approve any change in the office through which any Transfer Agent acts; provided that there shall at all times be a Transfer Agent in the Borough of Manhattan, The City of New York. The Issuer shall cause written notice of any resignation, termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent and of any change in the office through which any such Agent shall act to be provided to holders of Notes. Subject to the restrictions set forth herein and in the Fiscal Agency Agreement, the transfer of a Note is hereby appointed "registrable on the aforementioned register upon surrender of such Note Registrar" for at any Transfer Agent duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the purpose of registering Notes and transfers of Notes as herein providedIssuer duly executed by, the registered holder thereof or such holder’s attorney duly authorized in writing. Upon such surrender of this Note for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposetransfer, the Company Issuer shall execute, and the Trustee Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, dated the date of authentication thereof, of any authorized denomination, denominations and of a like aggregate principal amount. At Subject to the restrictions set forth herein and in the Fiscal Agency Agreement, at the option of the Holderregistered holder upon request confirmed in writing, Notes may be exchanged for other Notes of any authorized denominations, of a like denominations and aggregate principal amount, amount upon surrender of the Notes to be exchanged at such the office or agencyof any Transfer Agent. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee Fiscal Agent shall authenticate and deliver, the Notes which the Holder registered holder making the exchange is entitle entitled to receive. Any registration of transfer or exchange shall be effected upon the Issuer being reasonably satisfied with the documents of title and identity of the person making the request and subject to the restrictions set forth in this Note and/or the Fiscal Agency Agreement and such reasonable regulations as the Issuer may from time to time agree with the Fiscal Agent. Notes may be redeemed by the Issuer, in whole or in part, but only to the extent permitted by the Payment Restrictions, including the prior approval of the Commissioner, and in accordance with paragraph 15 hereof. In the event of a partial redemption, the Issuer shall not be required (i) to register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the date notice is given identifying the Notes to be redeemed, or (ii) to register the transfer or exchange of any Note, or portion thereof, called for redemption. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt debt, and entitled to the same benefits under this Indenture benefits, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notesexchange, but the Company Issuer and the Fiscal Agent may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable in connection therewith, other than an exchange in connection with the partial redemption of a Note not involving any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any a transfer. The Company shall not be required Prior to issue or register due presentment of this Note for registration of transfer, the transfer of Issuer, the Fiscal Agent and any Note during a period beginning at the opening of business 15 days before the day agent of the mailing of a Issuer or the Fiscal Agent may treat the person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partcontrary.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") at an Office or Agency maintained pursuant to Section 1002 in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Notes and of transfers of the Notes. The Trustee is hereby initially appointed "as Note Registrar" Registrar for the purpose of registering Notes and transfers of Notes as herein providedNotes. In the event that the Trustee shall cease to be Note Registrar it shall have the right to examine the Note Register at all reasonable times. Upon surrender for registration of transfer of any Note at an office the Office or agency Agency of the Company designated pursuant to Section 1002 for such purposeCompany, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any Notes, denominated as authorized denominationin this Indenture, of a like aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, be deemed to have agreed that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in a Global Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of Notes, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office Office or agencyAgency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, Company evidencing the same debt and entitled entitling the Holders thereof to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange or redemption shall be duly endorsed for transfer (if so required by the Company or the Trustee)Note Registrar for such Note) be duly endorsed by, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by by, the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 304, 905 or 905 1107 not involving any transfer. The Neither the Trustee nor the Company shall not be required (1) to issue or issue, register the transfer of or exchange any Note Physical Notes during a period beginning at the opening of business 15 calendar days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption pursuant to under Section 1105 1103 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (2) to register the transfer of or exchange any Notes Physical Note so selected for redemption in whole or in part, except in the unredeemed portion case of any Notes being Physical Note to be redeemed in part, the portion thereof not to be redeemed.

Registration, Transfer and Exchange. The Notes are issuable only in registered form. The Company shall cause will keep at the office or agency to be kept at maintained for the Corporate Trust Office of purpose as provided in ‎Section 4.02 (the Trustee “Registrar”), a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note “Register"”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company shall provide for the registration of transfer of, Notes and of transfers of Notesas provided in this Article. The name and address of the registered holder of each Note and the amount of each Note, and all transfers and exchanges related thereto, will be recorded in the Register. 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. Such Register shall be available to the Trustee is hereby appointed "Note upon reasonable prior written notice on business days in the location of the Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender due presentation for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeNote, the Company shall execute, execute and the Trustee Registrar or the Authenticating Agent, as applicable, shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Note or more new Notes of any in authorized denomination, of denominations for a like aggregate principal amount. A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agencyto the Registrar. Whenever any When Notes are so surrendered presented to the Registrar with a request to register the transfer or to exchange them for exchangean equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee Registrar or the Authenticating Agent, as applicable, shall authenticate and deliverNotes at the Company’s request. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, the Notes which or be accompanied by a written instrument of transfer duly executed, by the Holder making thereof or his attorney duly authorized in writing in a form satisfactory to the Company and the Registrar. The Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any exchange is entitle or registration of transfer of Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to receiveany Holder shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (1) any Notes for a period of 15 days next preceding the first mailing of notice of redemption of Notes to be redeemed or (2) any Notes called or being called for redemption. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by Claims against the Company or for the Trustee)payment of principal of, premium, if any, or shall be accompanied by a written instrument of transfer interest, on the Notes will become void unless presentation for payment is made as required in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during this Indenture within a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partsix years.

Registration, Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note RegisterNOTE REGISTER") in which, subject to such reasonable regulations as it the Trustee may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note RegistrarNOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. . (b) Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeCorporate Trust Office, the Company Issuer shall execute, execute and the Trustee upon request shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same class, of any authorized denomination, denominations and of a like aggregate original principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. . (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt debt, and entitled to the same benefits under this Amended and Restated Indenture and any Supplement, as the Notes surrendered upon such registration of transfer or exchange. . (d) Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Issuer or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Note Registrar Trustee duly executed executed, by the Holder holder thereof or such Holder's his attorney duly authorized in writing. . (e) No service charge shall be made for any registration of transfer or exchange of Notes, Notes but the Company Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges but this provision shall not apply to any exchange pursuant to Section 304 or 905 9.04 not involving any transfer. (f) If Notes are issued or exchanged in definitive form under Section 2.02, such Notes will not be registered by the Trustee unless each prospective initial Noteholder acquiring a Note, each prospective transferee acquiring a Note and each prospective owner (or transferee thereof) of a beneficial interest in Notes acquiring such beneficial interest provides the Servicer, the Issuer, the Trustee and any successor Servicer with a representation that the statements in either subsections (1) or (2) of Section 2.11 is an accurate representation as to all sources of funds to be used to pay the purchase price of the Notes. (g) No transfer of a Note shall be deemed effective unless the registration and prospectus delivery requirements of Section 5 of the Securities Act of 1933, as amended, and any applicable state securities laws are complied with, or such transfer is exempt from the registration and prospectus delivery requirements under said Securities Act and laws. In the event that a transfer is to be made without registration or qualification, such Noteholder's prospective transferee shall deliver to the Trustee an investment letter substantially in the form of Exhibit G hereto (the "INVESTMENT LETTER"). The Company shall Trustee is not be required to issue or register the transfer of under any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or obligation to register the transfer of Notes under said Act or exchange any Notes so selected for redemption in whole other securities law or in part, except the unredeemed portion to bear any expense with respect to such registration by any other Person or monitor compliance of any transfer with the securities laws of the United States regulations promulgated in connection thereto or ERISA unless the Notes are issued or exchanged in definitive form under Section 2.02. (h) No Class E Noteholder shall transfer, sell, assign, pledge or otherwise grant a security interest in ("TRANSFER"), a Class E Note to any Person that is not a United States person within the meaning of section 7701(a)(30) of the Code. In the event of any Transfer with respect to a Class E Note, the Trustee shall require, in addition to any other applicable requirements set forth in this Amended and Restated Indenture, including without limitation, the delivery of the Investment Letter, (A) the purchaser to execute a Tax Certificate in substantially the form attached as Exhibit I hereto certifying to the transferor and the Trustee as to the matters set forth therein and (B) the transferee to certify, in form and substance reasonably acceptable to the Trustee, that (1) the transferee is acquiring the Class E Note for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition and (2) the transferee is a United States person within the meaning of section 7701(a)(30) of the Code. In addition, no Class E Noteholder shall Transfer a Class E Note to any Person that is a grantor trust, partnership or S corporation (each a "PASS-THROUGH ENTITY") if substantially all of the value of the assets of the Pass-Through Entity is attributable to the Pass-Through Entity's ownership interest in securities of the Issuer other than the Class A, Class B, Class C and Class D Notes, nor may the Class E Notes be Transferred or sold to any Person if, for the purposes of Section 7704 of the Code and the Treasury regulations promulgated thereunder, after giving effect to such Transfer the Issuer would be treated under the Code (by virtue of calculating the aggregate number, Class E Noteholders and holders of the Class F Instrument (if issued)) as being redeemed owned by more than 100 persons. In the event of any Transfer with respect to a Class E Note, the Trustee shall require, in partaddition to any other applicable requirements set forth in this Agreement, including without limitation, the delivery of the Investment Letter, (A) the purchaser to execute a Tax Certificate substantially in the form attached as Exhibit I hereto in form and substance reasonably acceptable to the Trustee certifying to the transferor and the Trustee as to the matters set forth therein and (B) the transferee to certify, in form and substance reasonably acceptable to the Trustee, that (1) the transferee is acquiring the Class E Note for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition and (2) the transferee is (x) not a Pass-through Entity or (y) is a Pass-through Entity but after giving effect to such purchase of such Class E Note by such person, substantially all of the value of the assets of the Pass-Through Entity is not attributable to the Pass-Through Entity's ownership interest in the Class E Notes.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.02 in a Place of Payment a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Registered Securities and the registration of transfers of NotesRegistered Securities. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes Registered Securities and transfers of Notes Registered Securities as herein provided. Upon surrender for registration of transfer of any Note Registered Security of any series at an the office or agency of the Company designated maintained pursuant to Section 1002 9.02 in a Place of Payment for such purposethat series, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Registered Securities of the same series, of any authorized denomination, denominations and of a like aggregate principal amountamount containing identical terms and provisions. Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Notes Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Notes Registered Securities of the same series, of any authorized denominations, denominations and of a like aggregate principal amountamount containing identical terms and provisions, upon surrender of the Notes Registered Securities to be exchanged at such office or agency. Whenever any Notes Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Registered Securities which the Holder making the exchange is entitle entitled to receive. Unless otherwise specified as contemplated by Section 3.01, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.01, 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 9.02, 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 in exchange for a Registered Security of the same series 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 payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or 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 the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in 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 provisions of this Indenture. Each Security issued in global form authenticated under this Indenture shall be registered in the name of the Depository designated for such series or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository. If at any time the Depository for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Securities of such series or defaults in the performance of its duties as Depository or if at any time the Depository for the Securities of such series shall no longer be eligible under Section 3.03, the Company shall appoint a successor Depository with respect to the Securities of such series. If a successor Depository for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company selection pursuant to Section 3.01(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depository for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to each Person specified by such Depository a new certificated Security or Securities of the same series of like tenor, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (ii) to such Depository a new Security in global form of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Security in global form for Securities in certificated form, such Security in global form shall be canceled by the Trustee. Unless expressly provided with respect to the Securities of any series that such Security may be exchanged for Bearer Securities, Securities in certificated form issued in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. Whenever any Securities are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or upon any exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Registered Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Company, the Registrar or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Registrar and the Note Registrar Trustee duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or for any exchange of NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of or transfer or exchange of NotesSecurities, other than exchanges pursuant to Section 304 3.04, 8.06 or 905 10.07 not involving any transfer. The If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue or issue, register the transfer of, or exchange any Securities of any Note during that series for a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes any such Securities selected for redemption pursuant to under Section 1105 10.03 and ending at the close of business on the day of such mailing or mailing; (ii) to register the transfer of or exchange any Notes Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Notes Security being redeemed in part; or (iii) to exchange any Bearer Security so selected for redemption, except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption. The foregoing provisions relating to registration, transfer and exchange may be modified, supplemented or superseded with respect to any series of Securities by a Board Resolution or in one or more indentures supplemental hereto.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office Indenture Trustee will keep, on behalf of the Trustee a register (the register maintained in such office or any other Owner Trustee, at each office or agency pursuant to be maintained for the purpose as provided in Section 1002 being herein sometimes referred to as the "Note Register") in 3.02 hereof a Register or Registers on which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Certificates as provided in this Article. Such Register shall provide for be in written form in the registration English language or in any other form capable of Notes and being converted into such form within a reasonable period of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein providedtime. Upon surrender due presentation for registration of transfer of any Note Certificate at an any such office or agency of the Company designated pursuant to Section 1002 for such purposeagency, the Company Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Certificate or Certificates of the same Series and Maturity, one principal amount and interest rate and in authorized denominations for an equal aggregate principal amount; provided, that such Certificate being transferred shall be cancelled in accordance with Section 2.08 hereof simultaneously with the issuance of the new Certificate. Any Certificate or more new Notes Certificates may be exchanged for a Certificate or Certificates of any the same Series and Maturity and interest rate but in other authorized denominationdenominations, of a like in an equal aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes Certificates to be exchanged shall be surrendered at such any office or agency. Whenever any Notes are so surrendered agency to be maintained by the Indenture Trustee for exchange, the Company shall executepurpose as provided in Section 3.02 hereof, and the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, deliver in exchange therefor the Notes Certificate or Certificates which the Holder making the exchange is entitle shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note Certificates presented or surrendered for registration of transfer transfer, exchange, prepayment or for exchange payment shall be duly endorsed for transfer (if so required by the Company Owner Trustee or the Indenture Trustee)) be duly endorsed by, or shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Owner Trustee and the Note Registrar Indenture Trustee duly executed by the Holder thereof or such Holder's its attorney duly authorized in writingwriting and the Indenture Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company The 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 or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving Certificates. No service charge shall be levied for any transfersuch transaction. The Company Indenture Trustee shall not be required to issue exchange or register the a transfer of any Note during Certificates (a) for a period beginning at of fifteen (15) days immediately preceding the opening of business 15 days before the day of the first mailing of a notice of redemption prepayment of Notes selected for redemption such Certificates or (b) with respect to which notice of prepayment has been given pursuant to Section 1105 6.03 hereof and ending at the close of business on the day of such mailing or to register the notice has not been revoked. All Certificates issued upon any transfer of or exchange any Notes so selected for redemption in whole of Certificates shall be valid obligations of the Owner Trustee, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Certificates surrendered upon such transfer or in part, except the unredeemed portion of any Notes being redeemed in partexchange.

Registration, Transfer and Exchange. The Company shall cause Notes are issuable only in registered form. The Issuer will keep at the office or agency to be kept at maintained for the Corporate Trust Office of purpose as provided in Section 4.02 (the Trustee “Registrar”), a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note “Register"”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfers of, Notes as provided in this Article 2. The Issuer will enter into an appropriate agency agreement with any Registrar not a party to this Indenture, which shall provide for incorporate the registration terms of Notes the Trust Indenture Act as applicable. The agreement shall implement the provisions of this Indenture that relate to such Registrar. The Issuer shall notify the Trustee of the name and address of transfers of Notesany such Registrar. If the Issuer fails to maintain a Registrar, the Trustee shall act as such and shall be entitled to appropriate compensation and indemnification therefor pursuant to Section 7.06. The Trustee is hereby appointed "as the initial Registrar. The name and address of the registered holder of each Note and the amount of each Note will be recorded in the Register. 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. Such Register shall be open for inspection by or on behalf of the Trustee during normal business hours upon prior written request. The Registrar shall provide a copy of the updated Register every quarter to the Issuer. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Registrar" , or to the extent otherwise required under the Trust Indenture Act, the Issuer or a Note Guarantor shall furnish to the Trustee, in writing no later than the Interest Record Date for each Interest Payment Date and at such other times as the purpose Trustee may request in writing within 30 days after the receipt of registering Notes such request, a list in such form and transfers as of such Interest Record Date as the Trustee may reasonably require of the names and addresses of Holders, including the aggregate principal amount of Notes as herein held by each Holder, provided, however, that the Issuer or a Note Guarantor shall not be obligated to furnish or cause to furnish any such list on Interest Record Dates at any time that the list will not differ in any respect from the most recent list furnished to the Trustee by the Issuer or a Note Guarantor. Upon surrender due presentation for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeNote, the Company Issuer shall execute, execute and the Trustee shall shall, if the applicable requirements of this Indenture are met, subject to Sections 2.08(e) and (f), authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Note or more new Notes of any in authorized denomination, of denominations for a like aggregate principal amount. At the option of the Holder, Notes A Holder may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any a Note during a period beginning at only by written application to the opening of business 15 days before Registrar stating the day name of the mailing proposed transferee and otherwise complying with the terms of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in part.this

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Registered Securities and the registration of transfers of NotesRegistered Securities. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes Registered Securities and transfers of Notes Registered Securities as herein provided. Upon surrender for registration of transfer of any Note Registered Security of any series at an the office or agency of the Company designated maintained pursuant to Section 1002 9.2 in a Place of Payment for such purposethat 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 Notes Registered Securities of the same series, of any authorized denomination, denominations and of a like aggregate principal amountamount containing identical terms and provisions. Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Notes Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Notes Registered Securities of the same series, of any authorized denominations, denominations and of a like aggregate principal amountamount containing identical terms and provisions, upon surrender of the Notes Registered Securities to be exchanged at such office or agency. Whenever any Notes Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Registered Securities which the Holder making the exchange is entitle 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 in exchange for a Registered Security of the same series 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 payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or 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 the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in 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 provisions of this Indenture. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive certificated form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository. If at any time the Depository for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Securities of such series or if at any time the Depository for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depository with respect to the Securities of such series. If a successor Depository for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 3.1(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depository for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to each Person specified by such Depository a new certificated Security or Securities of the same series of like tenor, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (ii) to such Depository a new Security in global form of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Security in global form for Securities in certificated form, such Security in global form shall be cancelled by the Trustee. Unless expressly provided with respect to the Securities of any series that such Security may be exchanged for Bearer Securities, Securities in certificated form issued in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. Whenever any Securities are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or upon any exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Registered Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Company, the Registrar or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Registrar and the Note Registrar Trustee duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or for any exchange of NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of or transfer or exchange of NotesSecurities, other than exchanges pursuant to Section 304 3.4 or 905 10.7 not involving any transfer. The Company shall not be required (i) to issue or issue, register the transfer of of, or exchange any Note during Securities for a period beginning at the opening of business 15 days before the day any selection for redemption of Securities of like tenor and of the mailing series of which such Security is a notice of redemption of Notes selected for redemption pursuant to Section 1105 part and ending at the close of business on the day earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such mailing or series to be redeemed; (ii) to register the transfer of or exchange any Notes Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Notes Security being redeemed in part; or (iii) to exchange any Bearer Security so selected for redemption, except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption.

Registration, Transfer and Exchange. (a) The Company shall cause the Registrar to be kept at the Corporate Trust Office of the Trustee maintain a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as “Register”) for registering the "Note Register") in which, subject to such reasonable regulations as it may prescribe, record ownership of the Company shall provide for Warrants by the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes Holders and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency and exchanges of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, Warrants. Each Warrant will be registered in the name of the designated Holder thereof or its nominee. (b) Subject to Sections 5.03 and 5.05 of the Purchase Agreement (which shall apply to the Warrants and the Warrant Shares regardless of any termination of the Purchase Agreement to the extent stated therein) and Section 3.09 hereof, a Holder may transfer a Warrant to another Person or exchange a Warrant for another Warrant by presenting to the Registrar a written request therefor stating the name of the proposed transferee or transfereesrequesting such an exchange, one accompanied by any certification, opinion or more new Notes other document required by the Purchase Agreement or this Agreement. The Registrar will promptly register any transfer or exchange that meets the requirements of this Section 3.08 by noting the same in the Register maintained by the Registrar for such purpose; provided that no transfer or exchange will be effective until it is registered in the Register. Prior to the registration of any authorized denominationtransfer, the Company, the Warrant Agent and their agents will treat the Person in whose name the Warrant is registered as the owner and Holder thereof for all purposes, and will not be affected by notice to the contrary. From time to time the Company will execute and the Warrant Agent will countersign additional Warrants as necessary in order to permit the registration of a like aggregate principal amounttransfer or exchange in accordance with this Section. At All Warrants issued upon transfer or exchange shall be the option duly authorized, executed and delivered Warrants of the Holder, Notes may Company entitled to the benefits of this Agreement. No service charge will be exchanged for other Notes of imposed in connection with any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of NotesWarrant, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. A party requesting transfer of Warrants or other securities must provide any evidence of authority that may be imposed required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in connection a signature guarantee program approved by the Securities Transfer Association. (c) Subject to compliance with any registration Section 3.09(b), if a Warrant is transferred or exchanged for another Warrant, the Warrant Agent will (i) cancel the Warrant being transferred or exchanged, (ii) deliver one or more new Warrants which (in the aggregate) reflect the amount equal to the amount of Warrants being transferred or exchanged to the transferee (in the case of a transfer) or the Holder of the canceled Warrant (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (iii) if such transfer or exchange of Notes, other involves less than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day entire amount of the mailing canceled Warrant, deliver to the Holder thereof one or more Warrants which (in the aggregate) reflect the amount of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing untransferred or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed unexchanged portion of any Notes being redeemed the canceled Warrant, registered in partthe name of the Holder thereof.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Debenture Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Debentures and of transfers of NotesDebentures. The Trustee is hereby appointed "Note Debenture Registrar" for the purpose of registering Notes Debentures and transfers of Notes Debentures as herein provided. Upon surrender for registration of transfer of any Note Debenture at an office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Debentures of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes Debentures may be exchanged for other Notes Debentures of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes Debentures to be exchanged at such office or agency. Whenever any Notes Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Debentures which the Holder making the exchange is entitle to receive. All Notes Debentures issued upon any registration of transfer or exchange of Notes Debentures shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes Debentures surrendered upon such registration of transfer or exchange. Every Note Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Debenture Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of NotesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesDebentures, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note Debenture during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes Debentures selected for redemption pursuant to Section 1105 1106 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partmailing.

Registration, Transfer and Exchange. (a) The Company shall cause the Registrar to be kept at the Corporate Trust Office of the Trustee maintain a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as “Register”) for registering the "Note Register") in which, subject to such reasonable regulations as it may prescribe, record ownership of the Company shall provide for Warrants by the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes Holders and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office or agency and exchanges of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, Warrants. Each Warrant will be registered in the name of the designated Holder thereof. (b) Subject to Section 3.09 hereof, a Holder may transfer a Warrant to another Person or exchange a Warrant for another Warrant by presenting to the Registrar a written request therefor stating the name of the proposed transferee or transfereesrequesting such an exchange, one accompanied by any certification, opinion or more new Notes other document required by this Agreement. The Registrar will promptly register any transfer or exchange that meets the requirements of this Section 3.08 by noting the same in the Register; provided that no transfer or exchange will be effective until it is registered in the Register. Prior to the registration of any authorized denominationtransfer, of a like aggregate principal amountthe Company, the Warrant Agent and their agents will treat the Person in whose name the Warrant is registered as the owner and Holder thereof for all purposes, and will not be affected by notice to the contrary. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes From time to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangetime, the Company shall execute, will execute and the Trustee shall authenticate and deliver, Warrant Agent will countersign additional Warrants as necessary in order to permit the Notes which the Holder making the registration of a transfer or exchange is entitle to receivein accordance with this Section. All Notes Warrants issued upon transfer or exchange shall be the duly authorized, executed and delivered Warrants of the Company entitled to the benefits of this Agreement. No service charge will be imposed in connection with any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of NotesWarrant, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. A party requesting transfer of Warrants or other securities must provide any evidence of authority that may be imposed required by the Warrant Agent, including, but not limited to, a signature guarantee from an eligible guarantor institution participating in connection a signature guarantee program approved by the Securities Transfer Association. (c) Subject to compliance with any registration Section 3.09(b), if a Warrant is transferred or exchanged for another Warrant, the Warrant Agent will (i) cancel the Warrant being transferred or exchanged, (ii) deliver one or more new Warrants which (in the aggregate) reflect the amount equal to the amount of Warrants being transferred or exchanged to the transferee (in the case of a transfer) or the Holder of the canceled Warrant (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (iii) if such transfer or exchange of Notes, other involves less than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day entire amount of the mailing canceled Warrant, deliver to the Holder thereof one or more Warrants which (in the aggregate) reflect the amount of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing untransferred or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed unexchanged portion of any Notes being redeemed the canceled Warrant, registered in partthe name of the Holder thereof.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office Indenture Trustee will keep, on behalf of the Trustee a register (the register maintained in such office or any other Owner Trustee, at each office or agency pursuant to be maintained for the purpose as provided in Section 1002 being herein sometimes referred to as the "Note Register") in 3.02 hereof a Register or Registers on which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Certificates as provided in this Article. Such Register shall provide for be in written form in the registration English language or in any other form capable of Notes and being converted into such form within a reasonable period of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein providedtime. Upon surrender due presentation for registration of transfer of any Note Certificate at an any such office or agency of the Company designated pursuant to Section 1002 for such purposeagency, the Company Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Certificate or Certificates of the same Maturity, one principal amount and interest rate and in authorized denominations for an equal aggregate principal amount; provided, that such Certificate being transferred shall be cancelled in accordance with Section 2.08 hereof simultaneously with the issuance of the new Certificate. Any Certificate or more new Notes Certificates may be exchanged for a Certificate or Certificates of any the same Maturity and interest rate but in other authorized denominationdenominations, of a like in an equal aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes Certificates to be exchanged shall be surrendered at such any office or agency. Whenever any Notes are so surrendered agency to be maintained by the Indenture Trustee for exchange, the Company shall executepurpose as provided in Section 3.02 hereof, and the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, deliver in exchange therefor the Notes Certificate or Certificates which the Holder making the exchange is entitle shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note Certificates presented or surrendered for registration of transfer transfer, exchange, prepayment or for exchange payment shall be duly endorsed for transfer (if so required by the Company Owner Trustee or the Indenture Trustee)) be duly endorsed by, or shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Owner Trustee and the Note Registrar Indenture Trustee duly executed by the Holder thereof or such Holder's its attorney duly authorized in writingwriting and (except in the case of transfers pursuant to Section 15.01 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. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company The 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 or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving Certificates. No service charge shall be levied for any transfersuch transaction. The Company Indenture Trustee shall not be required to issue exchange or register the a transfer of any Note during Certificates (a) for a period beginning at of fifteen (15) days immediately preceding the opening of business 15 days before the day of the first mailing of a notice of redemption prepayment of Notes selected for redemption such Certificates or (b) with respect to which notice of prepayment has been given pursuant to Section 1105 6.03 hereof and ending at the close of business on the day of such mailing or to register the notice has not been revoked. All Certificates issued upon any transfer of or exchange any Notes so selected for redemption in whole of Certificates shall be valid obligations of the Owner Trustee, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Certificates surrendered upon such transfer or in part, except the unredeemed portion of any Notes being redeemed in partexchange.

Registration, Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee (or at the appropriate office of any other Note Registrar appointed hereunder) a register (the register registers maintained in such office or and in any other office or agency pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby appointed Pursuant to Section 6.15, the Company shall appoint a "Note Registrar" for the purpose of registering Notes and registering transfers and exchanges of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 1002 maintained for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Notes of any like aggregate principal amount of such denominations as are authorized denomination, for Notes and of a like aggregate principal amountStated Maturity and with like terms and conditions. At Except as otherwise provided in Section 3.4 and this Section 3.5, at the option of the Holderholder, Notes may be exchanged for other Notes of any authorized denominations, like aggregate principal amount and of a like aggregate principal amountStated Maturity and with like terms and conditions, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder holder making the exchange is entitle entitled to receive. . (b) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon for such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Registrar, duly executed executed, by the Holder holder thereof or such Holder's his or her attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Notes, but the Notes except as provided in Section 3.6. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of registration, transfer or exchange of Notes, other than exchanges pursuant those expressly provided in this Indenture to Section 304 be made at the Company's own expense or 905 not involving any transferwithout expense or without charge to the holders. The Company Company, the Trustee and the Note Registrar shall not be required (i) to issue register, transfer or register the transfer of any Note exchange Notes during a period beginning at the opening of business 15 days before the day of the mailing transmission of a notice of redemption of Notes selected for redemption pursuant to under Section 1105 13.3 and ending at the close of business on the day of such mailing transmission, or (ii) to register the register, transfer of or exchange any Notes Note so selected for redemption in whole or in part, except the unredeemed portion of any Notes Note being redeemed in part.

Registration, Transfer and Exchange. (a) The Company shall Indenture Trustee will serve initially as registrar (in such capacity, and together with any successor registrar, the "REGISTRAR") for the Notes. In such capacity, the Indenture Trustee will cause to be kept at the Corporate Trust Office of the Indenture Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note RegisterNOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall Indenture Trustee will provide for the registration of the Notes and of transfers of the Notes. The Trustee is hereby appointed "Note Registrar" for Register shall be in written form in the purpose English language or in any other form capable of registering Notes and transfers being converted into such form within a reasonable time. (b) Subject to Section 2.10, upon surrender of Notes as herein provided. Upon surrender a Note Certificate for registration of transfer of any Note represented thereby, together with the form of transfer endorsed thereon duly completed and executed, at an the designated office or agency of the Company designated pursuant to Section 1002 for such purposeRegistrar or of any applicable transfer agent, each as provided in a Note Certificate or Supplemental Indenture, the Company Delaware Trustee, on behalf of the Trust shall execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Note Certificates of any authorized denomination, of a like denomination representing an aggregate principal amount. At amount of Notes equal to the aggregate principal amount of the Notes represented by such Note Certificate surrendered for registration of transfer. (c) Subject to Section 2.10, at the option of the applicable Holder, Notes any Note Certificate may be exchanged for other one or more new Note Certificates, and any two or more Note Certificates may be consolidated into and exchanged for a single Note Certificate or fewer than the number of Note Certificates duly presented for exchange, in each case representing one or more Notes of any authorized denominations, of a like in an aggregate principal amount, upon surrender amount equal to the aggregate principal amount of the Notes represented by the Note Certificate or Note Certificates duly presented for exchange. Each Note Certificate to be exchanged shall be surrendered at such the designated office of the Registrar or agencyof any applicable transfer agent, each as provided in a Note Certificate or Supplemental Indenture. Whenever any Notes are Note Certificate is so surrendered for exchange, the Company Delaware Trustee, on behalf of the Trust shall execute, and the Indenture Trustee shall authenticate and deliver, the Notes Note Certificate or Note Certificates which the applicable Holder making the exchange is entitle entitled to receive. All Notes issued , bearing numbers, letters or other designating marks not contemporaneously outstanding. (d) Each Note Certificate executed, authenticated and delivered upon any registration of transfer or exchange of Notes shall be a valid obligations obligation of the CompanyTrust, evidencing the same debt debt, and entitled to the same benefits under this Indenture the Indenture, as the Notes Note Certificates surrendered upon in connection with any such registration of transfer or exchange. Upon surrender, transfer or exchange of a Note Certificate pursuant to this Section 2.6, each new Note Certificate will, within three Business Days of the receipt of the applicable form of transfer or the applicable surrender, as the case may be, be delivered to the designated office of the Registrar or of any applicable transfer agent, each as provided in a Note Certificate or Supplemental Indenture, or mailed at the risk of the Person entitled to such Note Certificate to such address as may be specified in the form of transfer or in written instructions of the applicable Holder upon surrender for exchange. (e) Every Note Certificate presented or surrendered for registration of in connection with any transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Trust or the Indenture Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Trust and the Note Registrar Indenture Trustee duly executed by by, the applicable Holder thereof or such Holder's his attorney duly authorized in writing. . (f) No service charge shall be made for in connection with any registration transfer of transfer Notes or exchange of NotesNote Certificates, but the Company Trust or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration transfer of transfer Notes or exchange of Notes, other than exchanges Note Certificates. (g) Except as otherwise provided in or pursuant to Section 304 or 905 not involving any transfer. The Company the Indenture, the Trust and the Indenture Trustee shall not be required to issue (i) upon presentation or register the surrender of a Note Certificate in connection with any transfer of any Note or exchange during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption pursuant to under Section 1105 3.1 and ending at the close of business on the day of such mailing or to selection, exchange any Note Certificate representing any Note selected for redemption, register the transfer of any such Note, or exchange portion thereof, except in the case of any Notes so selected for redemption in whole or Note to be redeemed in part, except with respect to the unredeemed portion of such Note not to be redeemed, or (ii) exchange any Notes being redeemed Note Certificate representing any Note the Holder or Holders of which shall have exercised the option pursuant to Section 3.2 to require the Trust to repay any such Note prior to its Stated Maturity Date or register the transfer of any such Note except, in the case of any Note to be repaid in part, with respect to the portion of such Note not to be repaid.

Registration, Transfer and Exchange. The Company shall cause to be kept keep at the Corporate Trust Office of the Trustee its principal office a register (in which it shall record the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in whichregistration, subject to such reasonable regulations as it may prescribe, transfer and exchange of this Warrant. The holder hereof and the Company shall provide for take such actions as may be necessary from time to time (or as may be reasonably requested by the other party) to effect the proper registration of Notes this Warrant or portions hereof and in connection with any transfer or exchange of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an office this Warrant or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receiveportions hereof. All Notes Warrants issued upon any registration of transfer or exchange of Notes Warrants shall be the valid obligations of the Company, evidencing the same debt rights, and entitled to the same benefits under this Indenture benefits, as the Notes Warrants surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration Upon receipt of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, the Company will execute and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized deliver, in writinglieu thereof, a new Warrant of like tenor and denomination. No service charge shall be made for The Company and any registration agent of transfer or exchange of Notes, but the Company may require payment treat the Person in whose name this Warrant is registered on the register kept at the principal office of a sum sufficient the Company as the owner and holder thereof for all purposes. Upon any transfer of this Warrant in accordance with Article III, the holder shall provide to cover any tax or other governmental charge that may be imposed the Company an Assignment for recording in connection with any registration the register. If this Warrant is transferred in whole, at the time of transfer or exchange delivery of Notessuch Assignment, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The the Company shall not be required issue and deliver to issue or register the transfer of any Note during transferee so designated in the Assignment a period beginning at new Warrant evidencing the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day rights of such mailing or transferee to register purchase the transfer aggregate number of or exchange any Notes so selected for redemption in whole or shares of Common Stock which this Warrant shall not have been exercised and this Warrant shall be canceled. If this Warrant is transferred in part, except at the unredeemed portion time of any Notes being redeemed delivery of such Assignment (a) the Company shall issue and deliver to (i) the holder hereof a new Warrant evidencing the rights of the holder hereof to purchase the aggregate number of shares of Common Stock for which this Warrant shall not have been exercised not subject to such Assignment and (ii) the transferee so designated in partthe Assignment a new Warrant evidencing the rights of such transferee to purchase the aggregate number of shares of Common Stock for which this Warrant shall not have been exercised and subject to such Assignment and (b) this Warrant shall be canceled.

Registration, Transfer and Exchange. of -------------------------------------- Notes. ----- The Company shall cause to be kept Notes are issuable only as registered Notes without coupons in the denomination of $100,000 or any multiple or any fraction thereof at the Corporate Trust Office sole discretion of the Trustee 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 otherwise transferred only if registered pursuant to the provisions of that Act or if an exemption from registration is available." The Bank shall keep at its principal corporate trust office a register (in which the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company Bank shall provide for the registration of Notes and of transfers transfer of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an such office or agency of the Company designated pursuant to Section 1002 for such purposeBank, the Company shall execute, pursuant to Section 2 hereof, and mail by first class mail to the Bank, and the Trustee Bank shall authenticate authenticate, pursuant to Section 3 hereof, and delivermail 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. Every Note presented or surrendered for registration of transfer shall be duly endorsed, one or more new be accompanied by a written instrument of transfer duly executed, by the holder of such Note or his attorney duly authorized in writing. Notwithstanding the preceding, the Notes may not be transferred without an effective registration statement under the Securities Act of any authorized denomination, 1933 covering the Notes or an opinion of a like aggregate principal amountcounsel satisfactory to the Company and its counsel that such registration is not necessary under the Securities Act of 1933 (the "Securities Act"). At the option of the Holderowner of any Note, Notes such Note may be exchanged for other Notes of any authorized denominations, of a like in an aggregate principal amountamount equal to the unpaid principal amount of such surrendered Note, upon surrender of the Notes Note to be exchanged at such the principal corporate trust office of the Bank; provided, however, that any exchange for denominations other than $100,000 or agencyan integral multiple thereof shall be at the sole discretion of the Company. Whenever any Notes are Note is so surrendered for exchange, the Company shall execute, pursuant to Section 2 hereof, and deliver to the Bank, and the Trustee Bank shall authenticate authenticate, pursuant to Section 3 hereof, and delivermail by first class mail to the designated transferee, or transferees, the Note or Notes which the Holder Note owner making the exchange is entitle entitled to receive. All Any Note or Notes issued in exchange for any Note or upon any registration of transfer or exchange of Notes thereof shall be valid obligations dated the date to which interest has been paid on such Note surrendered for exchange or transfer, and neither gain nor loss of interest shall result from any such exchange or transfer. In addition, each Note issued upon such exchange or transfer shall bear the restrictive legend set forth above unless in the opinion of counsel to the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 legend is not involving any transfer. The Company shall not be required to issue or register ensure compliance with the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partSecurities Act.

Registration, Transfer and Exchange. The Company shall cause to be kept Pass Through Trustee will keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other each office or agency pursuant to be maintained for any Series for the purpose as provided in Section 1002 being herein sometimes referred to as the "Note Register") 3.02 hereof a Register in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Pass Through Certificates of the related Series as provided in this Article II. Such Register shall provide for be in written form in the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein providedEnglish language. Upon surrender due presentation for registration of transfer of any Note Pass Through Certificate of the related Series at an any such office or agency of the Company designated pursuant to Section 1002 for such purposeagency, the Company Pass Through Trustee shall execute, and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one or more transferees a new Notes Pass Through Certificate of any such Series in authorized denomination, of denominations and for a like aggregate principal amountFractional Undivided Interest. At Subject to the option provisions of the HolderSection 2.12 hereof, Notes any Pass Through Certificate or Pass Through Certificates may be exchanged for a Pass Through Certificate or Pass Through Certificates of the same Series in other Notes of any authorized denominations, of denominations and for a like aggregate principal amount, upon surrender of the Notes Fractional Undivided Interest. Pass Through Certificates to be exchanged shall be surrendered at such any office or agency. Whenever any Notes are so surrendered agency to be maintained by the Pass Through Trustee for exchangethe related Series for the purpose as provided in Section 3.02 hereof, and the Company Pass Through Trustee shall execute, and the Trustee shall authenticate and deliver, deliver in exchange therefor the Notes Pass Through Certificate or Pass Through Certificates which the Holder Certificateholder making the exchange is entitle shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note Pass Through Certificates presented or surrendered for registration of transfer transfer, exchange, redemption or for exchange payment shall be duly endorsed for transfer (if so required by the Company or the Pass Through Trustee)) be duly endorsed by, or shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Note Registrar Pass Through Trustee duly executed by by, the Holder thereof Certificateholder or such HolderPerson's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company The Pass Through Trustee may require payment from the Certificateholder 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 Pass Through Certificates. No service charge to the Certificateholder shall be made for any such transaction. All Pass Through Certificates issued upon any transfer or exchange of NotesPass Through Certificates shall evidence ownership in the same Pass Through Trust and be entitled to the same benefits under this Pass Through Agreement and the applicable Series Supplement, as the Pass Through Certificates surrendered upon such transfer or exchange. Resales or other than exchanges pursuant to transfers of Pass Through Certificates represented by a Registered Global Certificate will be conducted in accordance with the provisions of this Pass Through Agreement, including without limitation Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register 6.06 hereof, and the transfer of any Note during a period beginning at the opening of business 15 days before the day rules and procedures of the mailing Depositary applicable to U.S. corporate pass through certificates and without notice to, or action by, the Pass Through Trustee. Neither the Company nor the Pass Through Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a notice of redemption of Notes selected Registered Global Certificate or for redemption pursuant maintaining, supervising or reviewing any records relating to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partbeneficial interests.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of NotesSecurities. Such register is herein sometimes referred to as the "Securities Register." The Trustee is hereby appointed "Note Securities Registrar" for the purpose of registering Notes Securities and transfers of Notes Securities as herein provided. Upon surrender for registration of transfer of any Note Security at an the office or agency of the Company designated pursuant to Section 1002 for such purpose, that purpose the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like aggregate principal amount. At the option Securities of the Holder, Notes may be exchanged for other Notes same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Notes Securities to be exchanged at such office or agency. Whenever any Notes securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Securities which the Holder making the exchange is entitle entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)Securities Registrar) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Securities Registrar, duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesSecurities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 3.5 for Securities registered in the names of Persons other than exchanges the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Global Security that is exchangeable pursuant to Section 304 or 905 not involving the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any transfer. The Company shall other provision in this Indenture, a Global Security may not be required transferred except as a whole by the Depositary with respect to issue such Global Security to a nominee of such Depositary or register by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, transfer or exchange any Security of any Note series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption Securities pursuant to Section 1105 Article Eleven and ending at the close of business on the day of such mailing of notice of redemption or (b) to register the transfer of or exchange any Notes Security so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Notes being Security to be redeemed in part, any portion thereof not to be redeemed.

Registration, Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it the Indenture Trustee may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. . (b) Upon surrender for registration of transfer of any Note at an the office or agency of the Company Issuer designated pursuant to Section 1002 8.02 for such purpose, the Company Issuer shall execute, execute and the Indenture Trustee upon request shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same class, of any authorized denomination, denominations and of a like aggregate original principal amount. At the option The Indenture Trustee shall make a notation on any such new Note of the Holderamount of principal, Notes may be exchanged for other Notes of any authorized denominationsif any, of a like aggregate principal amount, upon surrender of that has been paid on such Note and shall make the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, appropriate entries in the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. Note Register. (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt debt, and entitled to the same benefits under this Indenture and any Supplement, as the Notes surrendered upon such registration of transfer or exchange. . (d) Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Issuer or the Indenture Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Note Registrar Indenture Trustee duly executed executed, by the Holder holder thereof or such Holder's his attorney duly authorized in writing. . (e) No service charge shall be made for any registration of transfer or exchange of Notes, but the Company Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 9.04 not involving any transfer. The Company . (f) Each prospective initial Noteholder acquiring a Note, each prospective transferee acquiring a Note and each prospective owner of a beneficial interest in Notes acquiring such beneficial interest (the prospective initial Noteholder, the prospective transferee and the prospective beneficial owner, each, a "Prospective Owner"), shall either (i) represent and warrant, in writing, to the Issuer, the Trustee, the Servicer and any Successor Servicer that the Prospective Owner is not be required to issue an "employee benefit plan" within the meaning of Section 3(3) of ERISA or register a "plan" within the transfer meaning of any Note during a period beginning at the opening of business 15 days before the day Section 4975(e)(1) of the mailing Code (any such plan or employee benefit plan, a "Plan") and the Prospective Owner is not directly or indirectly acquiring the Note on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a notice Plan, or (ii) furnish to the Issuer, the Indenture Trustee, the Servicer and any Successor Servicer an opinion of redemption counsel acceptable to the Issuer, the Indenture Trustee, the Servicer and any Successor Servicer that (a) the proposed acquisition or transfer will not cause any of Notes selected the assets of the Issuer to be deemed to be assets of a Plan, or (b) the proposed acquisition or transfer will not cause the Issuer, the Indenture Trustee, the Servicer or any Successor Servicer to be a fiduciary of a Plan within the meaning of Section 3(21) of ERISA and will not give rise to a transaction described in Section 406 of ERISA or Section 4975(e)(1) of the Code for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing which a statutory or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partadministrative exemption is unavailable.

Registration, Transfer and Exchange. The Company shall cause to be kept Pass Through Trustee will keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other each office or agency pursuant to be maintained for any Series for the purpose as provided in Section 1002 being herein sometimes referred to as the "Note Register") 3.02 hereof a Register in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Pass Through Certificates of the related Series as provided in this Article II. Such Register shall provide for be in written form in the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein providedEnglish language. Upon surrender due presentation for registration of transfer of any Note Pass Through Certificate of the related Series at an any such office or agency of the Company designated pursuant to Section 1002 for such purposeagency, the Company Pass Through Trustee shall execute, and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one or more transferees a new Notes Pass Through Certificate of any such Series in authorized denomination, of denominations and for a like aggregate principal amountFractional Undivided Interest. At Subject to the option provisions of the HolderSection 2.12 hereof, Notes any Pass Through Certificate or Pass Through Certificates may be exchanged for a Pass Through Certificate or Pass Through Certificates of the same Series in other Notes of any authorized denominations, of denominations and for a like aggregate principal amount, upon surrender of the Notes Fractional Undivided Interest. Pass Through Certificates to be exchanged shall be surrendered at such any office or agency. Whenever any Notes are so surrendered agency to be maintained by the Pass Through Trustee for exchangethe related Series for the purpose as provided in Section 3.02 hereof, and the Company Pass Through Trustee shall execute, and the Trustee shall authenticate and deliver, deliver in exchange therefor the Notes Pass Through Certificate or Pass Through Certificates which the Holder Certificateholder making the exchange is entitle shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note Pass Through Certificates presented or surrendered for registration of transfer transfer, exchange, redemption or for exchange payment shall be duly endorsed for transfer (if so required by the Company or the Pass Through Trustee)) be duly endorsed by, or shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Note Registrar Pass Through Trustee duly executed by by, the Holder thereof Certificateholder or such HolderPerson's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company The Pass Through Trustee may require payment from the Certificateholder 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 Pass Through Certificates. No service charge to the Certificateholder shall be made for any such transaction. All Pass Through Certificates issued upon any transfer or exchange of NotesPass Through Certificates shall evidence ownership in the same Pass Through Trust and be entitled to the same benefits under this Pass Through Agreement and the applicable Series Supplement, as the Pass Through Certificates surrendered upon such transfer or exchange. Resales or other than exchanges pursuant to transfers of Pass Through Certificates represented by a Registered Global Certificate will be conducted in accordance with the provisions of this Pass Through Agreement, including without limitation Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register 6.06 hereof, and the transfer of any Note during a period beginning at the opening of business 15 days before the day rules and procedures of the mailing Depository applicable to U.S. corporate pass through certificates and without notice to, or action by, the Pass Through Trustee. Neither the Company nor the Pass Through Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a notice of redemption of Notes selected Registered Global Certificate or for redemption pursuant maintaining, supervising or reviewing any records relating to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partbeneficial interests.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Registered Securities and the registration of transfers of NotesRegistered Securities. The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes Registered Securities and transfers of Notes Registered Securities as herein provided. Upon surrender for registration of transfer of any Note Registered Security of any series at an the office or agency of the Company designated maintained pursuant to Section 1002 9.2 in a Place of Payment for such purposethat 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 Notes Registered Securities of the same series, of any authorized denomination, denominations and of a like aggregate principal amountamount containing identical terms and provisions. Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Notes Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Notes Registered Securities of the same series, of any authorized denominations, denominations and of a like aggregate principal amountamount containing identical terms and provisions, upon surrender of the Notes Registered Securities to be exchanged at such office or agency. Whenever any Notes Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Registered Securities which the Holder making the exchange is entitle 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 in exchange for a Registered Security of the same series 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 payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or 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 the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in 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 provisions of this Indenture. Each Security issued in global form authenticated under this Indenture shall be registered in the name of the Depositary designated for such series or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision (other than the provisions set forth in the eighth, ninth and tenth paragraphs of this Section) of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 3.1(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any time in its sole discretion determine that Securities of a series issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to each Person specified by such Depositary a new certificated Security or Securities of the same series of like tenor, of any authorized denomination as requested by such Person, in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (ii) to such Depositary a new Security in global form of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Security in global form for Securities in certificated form, such Security in global form shall be cancelled by the Trustee. Unless expressly provided with respect to the Securities of any series that such Security may be exchanged for Bearer Securities, Securities in certificated form issued in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. Whenever any Securities are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Notes Securities issued upon any registration of transfer or upon any exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Registered Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Company, the Registrar or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Registrar and the Note Registrar Trustee duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or for any exchange of NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of or transfer or exchange of NotesSecurities, other than exchanges pursuant to Section 304 3.4, 8.6 or 905 10.7 not involving any transfer. The Company shall not be required (i) to issue or issue, register the transfer of of, or exchange any Note during Securities for a period beginning at the opening of business 15 days before the day any selection for redemption of Securities of like tenor and of the mailing series of which such Security is a notice of redemption of Notes selected for redemption pursuant to Section 1105 part and ending at the close of business on the day earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such mailing or series to be redeemed; (ii) to register the transfer of or exchange any Notes so Registered Security selected for redemption redemption, in whole or in part, except the unredeemed portion of any Notes Security being redeemed in part; or (iii) to exchange any Bearer Security selected for redemption, except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption. The foregoing provisions relating to registration, transfer and exchange may be modified, supplemented or superseded with respect to any series of Securities by or pursuant to a Board Resolution or in one or more indentures supplemental hereto.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office principal corporate trust office of the Trustee a register (the register maintained in such office or at any other office or agency pursuant to Section 1002 being maintained by the Company as a Place of Payment) a register (herein sometimes referred to as the "Note Debenture Register") in which, subject to such reasonable regulations as it or the Trustee may prescribe, the Company shall provide for the registration of Notes Debentures and of transfers of NotesDebentures. The Trustee is hereby initially appointed "Note Debenture Registrar" for the purpose of registering Notes Debentures and transfers of Notes Debentures as herein provided. Upon A Debentureholder may surrender any Debenture for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 1002 for such purpose, the in a Place of Payment. The Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Debentures of any authorized denominationdenominations, of a like aggregate principal amount. At the option of the Holder, Notes Debentures may be exchanged for other Notes Debentures of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes Debentures to be exchanged at such office or agency. Whenever any Notes Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Debentures which the Holder Debentureholder making the exchange is entitle entitled to receive. All Notes Debentures issued upon any registration of transfer or exchange of Notes Debentures shall be the valid obligations of the CompanyCompany if its requirements for such transactions are met, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Debentures surrendered upon such registration of transfer or exchange. Every Note Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (by a Person shall, if so required by the Company or the Trustee), be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Debenture Registrar, duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of NotesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesDebentures, other than exchanges pursuant to Section 304 Sections 2.05, 3.02 or 905 7.05 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in part.

Registration, Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee (or at the appropriate office of any other Note Registrar appointed hereunder) a register (the register registers maintained in such office or and in any other office or agency pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby appointed Pursuant to Section 6.15, the Company shall appoint a "Note Registrar" for the purpose of registering Notes and registering transfers and exchanges of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 1002 maintained for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Notes of any like aggregate principal amount of such denominations as are authorized denomination, for Notes and of a like aggregate principal amountStated Maturity and with like terms and conditions. At Except as otherwise provided in Section 3.4 and this Section 3.5, at the option of the Holderholder, Notes may be exchanged for other Notes of any authorized denominations, like aggregate principal amount and of a like aggregate principal amountStated Maturity and with like terms and conditions, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder holder making the exchange is entitle entitled to receive. . (b) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon for such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Registrar, duly executed executed, by the Holder holder thereof or such Holder's his or her attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Notes, but the Notes except as provided in Section 3.6. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of registration, transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 12.11 not involving any transfertransfer and other than those expressly provided in this Indenture to be made at the Company's own expense or without expense or without charge to the holders. The Company Company, the Trustee and the Note Registrar shall not be required (i) to issue register, transfer or register the transfer of any Note exchange Notes during a period beginning at the opening of business 15 days before the day of the mailing transmission of a notice of redemption of Notes selected for redemption pursuant to under Section 1105 13.3 and ending at the close of business on the day of such mailing transmission, or (ii) to register the register, transfer of or exchange any Notes Note so selected for redemption in whole or in part, except the unredeemed portion of any Notes Note being redeemed in part.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Debentures and of transfers of NotesDebentures. Such register is herein sometimes referred to as the "SECURITIES REGISTER." The Trustee is hereby appointed "Note RegistrarSECURITIES REGISTRAR" for the purpose of registering Notes Debentures and transfers of Notes Debentures as herein provided. Upon surrender for registration of or transfer of any Note Debenture at an the office or agency of the Company designated pursuant to Section 1002 for such purpose, that purpose the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Debentures of any authorized denominationdenominations, of a like aggregate principal amount. At the option of the Holder, Notes Debentures may be exchanged for other Notes Debentures of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes Debentures to be exchanged at such office or agency. Whenever any Notes Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Debentures which the Holder making the exchange is entitle entitled to receive. All Notes Debentures issued upon any registration of transfer or exchange of Notes Debentures shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Debentures surrendered upon such registration of transfer or exchange. Every Note Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)Securities Registrar) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Securities Registrar, duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesDebentures. Notwithstanding any of the foregoing, the Global Debenture shall be exchangeable pursuant to this Section 3.5 for Debentures registered in the names of Persons other than exchanges pursuant the Depositary for such Debenture or its nominee only if (a) such Depositary notifies the Company that it is unwilling or unable to Section 304 or 905 not involving any transfer. The continue as Depositary for the Global Debenture, and the Company shall not have appointed a successor depositary within 90 days after such notice, (b) at any time such Depositary ceases to be required a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company shall not have appointed a successor depositary within 90 days, (c) the Company executes and delivers to issue the Trustee a Company Order that the Global Debenture shall be so exchangeable or register (d) there shall have occurred and be continuing a Debenture Event of Default. The Global Debenture shall be exchangeable for Debentures registered in such names as such Depositary shall direct. Notwithstanding any other provisions in this Indenture, the Global Debenture may not be transferred except as a whole by the Depositary with respect to the Global Debenture to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, transfer of or exchange any Note Debenture during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption Debentures pursuant to Section 1105 Article 11 and ending at the close of business on the day of such mailing of notice of redemption or (b) to register the transfer of or exchange any Notes Debenture so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Notes being Debenture to be redeemed in part, any portion thereof not to be redeemed. Upon any distribution of the Debentures to the holders of the Preferred Securities in accordance with the Trust Agreement, the Company and the Trustee shall enter into a supplemental indenture pursuant to Section 9.1(h) to provide for transfer procedures with respect to the Debentures substantially similar to those contained in the Trust Agreement to the extent applicable in the circumstances existing at the time of such distribution.

Registration, Transfer and Exchange. (a) The Company shall Funding Note Indenture Trustee will serve initially as registrar (in such capacity, and together with any successor registrar, the "Funding Note Registrar") for the Funding Note. In such capacity, the Funding Note Indenture Trustee will cause to be kept at the Corporate Trust Office of the Funding Note Indenture Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Funding Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall Funding Note Indenture Trustee will provide for the registration of Notes the Funding Note and of transfers of Notesthe Funding Note. The Trustee is hereby appointed "Funding Note Registrar" for Register shall be in written form in the purpose English language or in any other form capable of registering Notes and transfers of Notes as herein provided. being converted into such form within a reasonable time. (b) Upon surrender of the Funding Note Certificate for registration of transfer of any the Funding Note represented thereby, together with the form of transfer endorsed thereon duly completed and executed, at an the designated office or agency of the Company designated pursuant to Section 1002 for such purposeFunding Note Registrar or of any applicable transfer agent, each as provided in the Funding Note Certificate or Supplemental Funding Note Indenture, the Company Delaware Trustee, on behalf of Global Funding shall execute, and the Funding Note Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more a new Notes of any authorized denominationFunding Note Certificate representing the Funding Note. (c) The Funding Note Certificate executed, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, authenticated and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued delivered upon any registration of transfer or exchange of Notes shall be a valid obligations obligation of the CompanyGlobal Funding, evidencing the same debt debt, and entitled to the same benefits under this Indenture the Funding Note Indenture, as the Notes Funding Note Certificate surrendered upon in connection with any such registration of transfer or exchange. Every Upon surrender or transfer of the Funding Note Certificate pursuant to this Section 2.6, each new Funding Note Certificate will, within three Business Days of the receipt of the applicable form of transfer or the applicable surrender, as the case may be, be delivered to the designated office of the Funding Note Registrar or of any applicable transfer agent, each as provided in the Funding Note Certificate or Supplemental Funding Note Indenture, or mailed at the risk of the Person entitled to such Funding Note Certificate to such address as may be specified in the form of transfer. (d) The Funding Note Certificate presented or surrendered for registration of in connection with a transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Global Funding or the Funding Note Indenture Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Global Funding and the Funding Note Registrar Indenture Trustee duly executed by by, the applicable Holder thereof or such Holder's his attorney duly authorized in writing. . (e) No service charge shall be made for in connection with any registration transfer of transfer the Funding Note or exchange of Notesthe Funding Note Certificate, but Global Funding or the Company Funding Note Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration a transfer of transfer the Funding Note or exchange of Notes, other than exchanges the Funding Note Certificate. (f) Except as otherwise provided in or pursuant to Section 304 or 905 not involving any transfer. The Company the Funding Note Indenture, Global Funding and the Funding Note Indenture Trustee shall not be required to issue (i) upon presentation or register surrender of the Funding Note Certificate in connection with any transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption pursuant to the Funding Note or any portion thereof under Section 1105 3.1 and ending at the close of business on the day of such mailing or to selection, register the transfer of the Funding Note, or exchange any Notes so selected for redemption in whole or portion thereof, except if the Funding Note is to be redeemed in part, except with respect to the unredeemed portion of any Notes being redeemed the Funding Note not to be redeemed, or (ii) exchange the Funding Note Certificate representing the Funding Note the Holder or Holders of which Funding Note shall have exercised the option pursuant to Section 3.2 to require Global Funding to repay the Funding Note prior to its Stated Maturity Date or register the transfer of the Funding Note except, if the Funding Note is to be repaid in part, with respect to the portion of the Funding Note not to be repaid. (g) No exchanges of the Funding Note shall be permitted other than exchanges of the Funding Note pursuant to Sections 2.7, 3.1, 3.2 or 9.5.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office Indenture Trustee will keep, on behalf of the Trustee a register (the register maintained in such office or any other Owner Trustee, at each office or agency pursuant to be maintained for the purpose as provided in Section 1002 being herein sometimes referred to as the "Note Register") in 3.02 hereof a Register or Registers on which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Certificates as provided in this Article. Such Register shall provide for be in written form in the registration English language or in any other form capable of Notes and being converted into such form within a reasonable period of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein providedtime. Upon surrender due presentation for registration of transfer of any Note Certificate at an any such office or agency of the Company designated pursuant to Section 1002 for such purposeagency, the Company Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Certificate or Certificates of the same Series and Maturity, one principal amount and interest rate and in authorized denominations for an equal aggregate principal amount; provided, that such Certificate being transferred shall be cancelled in accordance with Section 2.08 hereof simultaneously with the issuance of the new Certificate. Any Certificate or more new Notes Certificates may be exchanged for a Certificate or Certificates of any the same Series and Maturity and interest rate but in other authorized denominationdenominations, of a like in an equal aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes Certificates to be exchanged shall be surrendered at such any office or agency. Whenever any Notes are so surrendered agency to be maintained by the Indenture Trustee for exchange, the Company shall executepurpose as provided in Section 3.02 hereof, and the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, deliver in exchange therefor the Notes Certificate or Certificates which the Holder making the exchange is entitle shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note Certificates presented or surrendered for registration of transfer transfer, exchange, prepayment or for exchange payment shall be duly endorsed for transfer (if so required by the Company Owner Trustee or the Indenture Trustee)) be duly endorsed by, or shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Owner Trustee and the Note Registrar Indenture Trustee duly executed by the Holder thereof or such Holder's its attorney duly authorized in writingwriting and (except in the case of transfers pursuant to Section 15.01 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. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company The 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 or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving Certificates. No service charge shall be levied for any transfersuch transaction. The Company Indenture Trustee shall not be required to issue exchange or register the a transfer of any Note during Certificates (a) for a period beginning at of fifteen (15) days immediately preceding the opening of business 15 days before the day of the first mailing of a notice of redemption prepayment of Notes selected for redemption such Certificates or (b) with respect to which notice of prepayment has been given pursuant to Section 1105 6.03 hereof and ending at the close of business on the day of such mailing or to register the notice has not been revoked. All Certificates issued upon any transfer of or exchange any Notes so selected for redemption in whole of Certificates shall be valid obligations of the Owner Trustee, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Certificates surrendered upon such transfer or in part, except the unredeemed portion of any Notes being redeemed in partexchange.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of NotesSecurities. Such register is herein sometimes referred to as the "Securities Register." The Trustee is hereby appointed "Note Securities Registrar" for the purpose of registering Notes Securities and transfers of Notes Securities as herein provided. Upon surrender for registration of transfer of any Note Security at an the office or agency of the Company designated pursuant to Section 1002 for such purpose, that purpose the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like aggregate principal amount. At the option Securities of the Holder, Notes may be exchanged for other Notes same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Notes Securities to be exchanged at such office or agency. Whenever any Notes securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Securities which the Holder making the exchange is entitle entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)Securities Registrar) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Securities Registrar, duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesSecurities. No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than exchanges the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary, in each case unless the Company has approved a successor Depositary within ninety (90) days, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company in its sole discretion determines that such Global Security will be so exchangeable or transferable or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304 3.4, 3.6, 9.6 or 905 not involving 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, transfer or exchange any transfer. The Company shall not be required to issue or register the transfer Security of any Note series during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption Securities pursuant to Section 1105 Article XI and ending at the close of business on the day of such mailing of notice of redemption or (b) to register the transfer of or exchange any Notes Security so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Notes being Security to be redeemed in part, any portion thereof not to be redeemed.

Registration, Transfer and Exchange. The Company Trust shall cause to be kept at the Corporate Trust Office of the Indenture Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Note Register shall be in written form or in any form capable of being reduced into written form within a reasonable time. The Indenture Trustee is hereby initially appointed "Note Registrar" for the purpose of registering Notes and registering transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 1002 Trust maintained for such purposethat purpose in a Place of Payment, the Company Trust shall execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominationdenominations, of a like aggregate principal amount, interest rate and maturity date. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, interest rate and maturity date, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company Trust shall execute, and the Indenture Trustee shall authenticate and deliver, the Notes which the Holder Noteholder making the exchange is entitle entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyTrust, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Trust and the Note Registrar duly executed executed, by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company Trust may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 3.04 or 905 9.06 not involving any transfer. The Company Trust shall not be required (i) to issue issue, register or register the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption selection of Notes selected for redemption pursuant to be redeemed under Section 1105 11.04 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Notes Note so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partredemption.

Registration, Transfer and Exchange. The Securities are issuable only in registered form. The Company shall cause will keep at the office or agency to be kept at maintained for the Corporate Trust Office of purpose as provided in ‎Section 4.02 (the Trustee “Registrar”), a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note “Register"”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company shall provide for the registration of Notes and of transfers of Notestransfer of, Securities as provided in this ‎Article 2. The name and address of the registered holder of each Certificate and the amount of Securities represented by each Certificate, and all transfers and exchanges related thereto, will be recorded in the Register. 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. Such Register shall be available to the Trustee is hereby appointed "Note upon reasonable prior written notice on business days in the location of the Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender due presentation for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeCertificate, the Company shall execute, execute and the Trustee Registrar or the Authenticating Agent, as applicable, shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Certificate or more new Notes of any authorized denomination, of Certificates in Authorized Denominations for a like aggregate principal amount. A Holder may register the transfer of a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Security is registered as the owner thereof for all purposes, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Certificate shall, by acceptance of such Global Certificate, agree that transfers of beneficial interests in the Securities represented by such Global Certificate may be effected only through a book-entry system maintained by the Holder of such Global Certificate (or its agent) and that ownership of a beneficial interest in the Securities shall be required to be reflected in a book entry. At the option of the Holder, Notes Certificates may be exchanged for other Notes Certificates of any authorized denominations, Authorized Denomination and of a like aggregate principal amount, upon surrender of the Notes Certificates to be exchanged at to the Registrar. When Certificates are presented to the Registrar with a request to register the transfer or to exchange them for Certificates of other Authorized Denominations representing an equal aggregate principal amount of Securities, the Registrar shall register the transfer or make the exchange as requested if the requirements for such office or agencytransactions set forth herein are met. Whenever any Notes are so surrendered for exchangeTo permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee Registrar or the Authenticating Agent, as applicable, shall authenticate and deliverCertificates at the Company’s request. Every Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar) be duly endorsed, the Notes which or be accompanied by a written instrument of transfer duly executed, by the Holder making thereof or his attorney duly authorized in writing in a form satisfactory to the Company and the Registrar. The Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any exchange is entitle or registration of transfer of Certificate (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to receiveany Holder shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (1) any Certificate for a period of 15 days next preceding the first mailing of notice of redemption of Securities to be redeemed or (2) any Certificate representing Securities called or being called for redemption. All Notes Securities issued upon any registration of transfer or exchange of Notes Certificates shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture Indenture, as the Notes Securities represented by the Certificates surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in part.

Registration, Transfer and Exchange. The Company Corporation shall cause to be kept at the Corporate Trust Principal Office of the Trustee Note Registrar a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") Register in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall provide for the registration of Notes and of transfers of NotesNotes as herein provided. The Corporation may, in a Supplemental Indenture, appoint an Authenticating Agent for the purpose of receiving, authenticating and delivering Notes in connection with transfers, exchanges and registrations as herein provided. Unless an Authenticating Agent is designated to serve in such capacity pursuant to a Supplemental Indenture or is otherwise directed, and agrees, to so serve in accordance with a Corporation Order, the Trustee is hereby appointed "shall be Note Registrar" Registrar for the purpose of registering Notes and transfers transfer of Notes as herein provided. At reasonable times and under reasonable regulations established by the Note Registrar, the Note Register may be inspected and copied by the Corporation or by the Holders (or a designated representative thereof) of ten percent (10%) or more in Principal Amount of Notes then Outstanding. The Trustee and any Authenticating Agent shall adhere, with respect to transfer of Notes, to the standards for efficiency in transfer agent performance established in Securities and Exchange Commission Rules 17Ad-2 through 17Ad-7 under the Securities Exchange Act of 1934, most particularly Rule 17Ad-2, which requires that registered transfer agents process at least ninety percent (90%) of routine items (such as certificates presented for transfer) received during any month within three (3) business days of their receipt. Upon surrender for registration of transfer or exchange of any Note at an office or agency the Principal Office of the Company designated pursuant Note Registrar or at the Principal Office of any Authenticating Agent, or on a Purchase Date or Mandatory Tender Date with respect to Section 1002 for Notes which are Deemed Tendered, whether or not surrendered on such purposedate, the Company Corporation shall execute, and the Trustee or the Authenticating Agent, as the case may be, shall authenticate and deliver, in the name of the designated transferee or transferees, including transferees designated by a Depositary with respect to Notes Deemed Tendered, or in exchange for the Note surrendered, one or more new fully registered Notes of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate principal amountPrincipal Amount, upon surrender of the same series, having the same Stated Maturity and interest rate and bearing numbers not previously assigned. All Notes executed, delivered and authenticated pursuant to the preceding paragraph shall be exchanged at registered in the name of the Holder presenting the Note for exchange or the designated transferee, as the case may be, on the Note Register on the date of such office transfer or agencyexchange. Whenever All Notes surrendered upon any Notes are so surrendered exchange or transfer provided for exchangein this Indenture shall be promptly canceled by the Trustee upon receipt thereof from the Note Registrar or the Authenticating Agent, as the Company shall executecase may be, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receivethereafter disposed of as directed by Corporation Order. All Notes issued upon any registration of transfer or exchange of Notes, including Notes issued in lieu of Notes Deemed Tendered, whether or not surrendered, shall be the valid obligations of the Company, Corporation evidencing the same debt debt, and entitled to the same security and benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchangeexchange or in lieu of which such Notes were issued. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar or the Authenticating Agent, as the case may be, duly executed executed, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar or the Authenticating Agent, as the case may be, which requirements include membership or participation in a "signature guarantee program" determined by the Note Registrar or the Authenticating Agent, as the case may be, in accordance with the Exchange Act, and such other documents as the Trustee may require. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company The Corporation may require payment by the Noteholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 upon a partial redemption of a Note not involving any transfer. The Company All other expenses incurred by the Corporation, the Trustee, the Note Registrar or the Authenticating Agent in connection with any transfer or exchange of Notes shall be paid by the Corporation. Except in connection with a Purchase Demand, the Corporation shall not be required to issue or register the transfer of any Note (i) during a period beginning at the opening of business 15 fifteen (15) days before the day any selection of Notes of the mailing of a notice of redemption of Notes selected same series for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selection, (ii) selected for redemption in whole or in part, except (iii) after receipt by the unredeemed portion Depositary of any Notes a properly completed Purchase Demand with respect thereto, or (iv) on or after the date notice of a Mandatory Tender Date is given through such Mandatory Tender Date. In the event that a Note is transferred in connection with a Purchase Demand either during the period referred to in clause (i) or after being redeemed selected for redemption in whole or in part, the Note Registrar or the Authenticating Agent, as appropriate, shall give written notice to any transferee thereof that such Note may be, or has been, selected for redemption, as the case may be.

Registration, Transfer and Exchange. The Company shall Issuer will keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other each office or agency pursuant to be maintained for the purpose as provided in Section 1002 being herein sometimes referred to as the "Note Register") 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Registered Securities as in this Article provided. Such register shall provide for be in written form in the registration English language or in any other form capable of Notes and of transfers of Notesbeing converted into such form within a reasonable time. The Trustee is hereby appointed "Note Registrar" register will include notations as to whether the Securities have been paid, fully or partially written down, written up or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the full or partial write-down, write-up or the cancellation of any of the Securities, such records will include notations of each Security so fully or partially written down, written up or cancelled and the date on which such Security was fully or partially written down, written up or cancelled. At all times during normal business hours on Business Days such register or registers shall be open for inspection by the purpose of registering Notes and transfers of Notes as herein providedTrustee. Upon surrender due presentation for registration of transfer of any Note Registered Security of any series at an any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 1002 for such purpose3.02, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name or names of the designated transferee or transferees, one a new Security or more new Notes Securities of any the same series in authorized denomination, of denominations for a like aggregate principal amount. At the option Any Security or Securities of the Holder, Notes any series may be exchanged for a new Security or Securities of the same series in other Notes of any authorized denominations, of a like in an equal aggregate principal amount, upon surrender . Securities of the Notes any series to be exchanged shall be surrendered at such any office or agency. Whenever any Notes are so surrendered agency to be maintained by the Issuer for exchangethe purpose as provided in Section 3.02, and the Company Issuer shall execute, and the Trustee shall authenticate and deliverdeliver in exchange therefor, a new Security or Securities of the Notes same series which the Holder Securityholder making the exchange is entitle shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note Securities presented or surrendered for registration of transfer transfer, exchange, redemption or for exchange payment shall be duly endorsed for transfer (if so required by the Company Issuer or the Trustee)) be duly endorsed by, or shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Note Registrar Trustee duly executed by by, the Holder thereof or such Holder's its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company 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 or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving Securities. No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required to issue exchange or register the a transfer of (a) any Note during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of the first mailing of a notice of redemption of Notes selected the Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption pursuant except, in the case of any Security where public notice has been given that such Security is to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or be redeemed in part, except the unredeemed portion thereof not so to be redeemed. All Securities issued upon any transfer or exchange of any Notes being redeemed in partSecurities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Perpetual Subordinated Indenture, as the Securities surrendered upon such transfer or exchange.

Registration, Transfer and Exchange. The Company (a) So long as any Bonds shall cause to be kept remain Outstanding, the Issuer shall maintain at the Principal Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide books for the registration and transfer of Notes and of transfers of Notesthe Bonds ("Bond Register"). The Trustee is hereby appointed bond registrar ("Note Bond Registrar" ") for the Issuer for the purpose of registering Notes and effecting transfers on such registration books. By executing this Indenture, the Trustee accepts the duties and obligations of Notes Bond Registrar for the Issuer. The Trustee, as herein providedBond Registrar, shall register in such books and permit to be transferred thereon, under such reasonable regulations as the Trustee may prescribe, any Bond entitled to registration or transfer. (b) The Bonds are issuable only in registered form. Upon surrender for Subject to the provisions of Section 2.06 hereof with respect to the transfer of ownership of Book Entry Bonds, a Holder may transfer a Bond by written application to the Bond Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Bond Registrar in the Bond Register. Prior to the registration of any Note at an office or agency transfer by a Holder as provided herein, the Issuer, the Trustee, and any agent of the Company designated pursuant Issuer shall treat the person in whose name the Bond is registered as the owner thereof for all purposes whether or not the Bond shall be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to Section 1002 the contrary. When Bonds are presented to the Bond Registrar with a request to register the transfer or to exchange them for an equal principal amount of Bonds of other authorized denominations, the Bond Registrar shall register the transfer or make the exchange as requested if its requirements for such purposetransactions are met. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Company Issuer shall executeexecute and the Trustee shall authenticate Bonds at the Bond Registrar's request. (c) In all cases in which the privilege of exchanging or transferring Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver, deliver Bonds in accordance with the name provisions of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receivethis Indenture. All Notes issued upon Bonds surrendered in any registration such exchanges or transfers shall forthwith be cancelled in accordance with the provisions of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in part.5.10

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or and in any other office or agency pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and the registration of transfers of Notes. Such Register shall distinguish between Original Notes, Exchange Notes and Private Exchange Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company shall have the right to remove and replace from time to time the Note Registrar for the Notes; provided that no such removal or replacement shall be effective until a successor Note Registrar with respect to such Notes shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Note Registrar with respect to the Notes, it shall have the right to examine in the United States the Register for the Notes at all reasonable times. There shall be only one Register for the Notes. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 1002 for such purposein a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of any authorized denomination, denominations and of a like aggregate principal amountamount containing identical terms and provisions. No transfer of a Note to any Person shall be effective under this Indenture or with respect to such Note unless and until such Note has been registered in the name of such Person. At the option of the Holder, subject to Section 3.06, Notes may be exchanged for other Notes of bearing such restrictive legends as may be required by this Indenture and containing identical terms and provisions in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid and legally binding obligations of the Company, evidencing the same debt debt, and entitled (subject to the provisions of the Original Notes and the Private Exchange Notes regarding transfer restrictions and the obligation to pay additional interest upon a Registration Default) entitling the Holders thereof to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed executed, by the Holder thereof or such the Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 3.04, 9.06 or 905 11.07 not involving any transfer. The Notwithstanding any other provision herein, the Company shall not be required (i) to issue or issue, register the transfer of any Note or exchange Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of the Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing mailing, or (ii) to register the transfer of or exchange any Notes Note so selected for redemption redemption, in whole or in part, except in the unredeemed portion case of any Notes being Note to be redeemed in part, the portion thereof not to be redeemed.

Registration, Transfer and Exchange. (a) The Company shall Issuer will keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall Issuer will provide for the registration of Registered Notes, or of Registered Notes of a particular Series, Class or Tranche, and of for transfers of NotesRegistered Notes or of Registered Notes of such Series, Class or Tranche. The Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Indenture Trustee is hereby appointed "Note Registrar" for at the purpose of registering Notes and transfers of Notes office or agency to be maintained by the Issuer as herein providedprovided in Section 11.02. Upon -45- (b) Subject to Section 3.04, upon surrender for registration of transfer of any Registered Note of any Series, Class or Tranche at an the office or agency of the Company designated pursuant to Issuer in a Place of Payment, if the requirements of Section 1002 for such purpose8-401 (a) of the UCC are met, the Company shall Issuer will execute, and and, upon receipt of such surrendered Note, the Indenture Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of any authorized denominationsuch Series, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes Class or Tranche of any authorized denominations, of a like aggregate principal amountStated Principal Amount, Expected Final Payment Date and Legal Maturity Date and of like terms. (c) Subject to Section 3.04, at the option of the Holder, Notes of any Series, Class or Tranche may be exchanged for other Notes of such Series, Class or Tranche of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Final Payment Date and Legal Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or agency. Registered Notes, including Registered Notes received in exchange for Bearer Notes, may not be exchanged for Bearer Notes. At the option of the Holder of a Bearer Note, subject to applicable laws and regulations, Bearer Notes may be exchanged for other Bearer Notes or Registered Notes (of the same Series, Class and Tranche of Notes) of authorized denominations of like aggregate fractional undivided interests in the Noteholders' interest, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Note Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section 4.05 will have attached thereto all unmatured coupons; provided, however, that any Bearer Note, so surrendered after the close of business on the last day of the month preceding the relevant Payment Date need not have attached the coupon relating to such Payment Date. Whenever any Notes are so surrendered for exchange, the Company shall Issuer will execute, and the Indenture Trustee shall will authenticate and deliverdeliver (in the case of Bearer Notes, outside the United Sates), the Notes which the Holder Noteholders making the exchange is entitle are entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid and legally binding obligations of the CompanyIssuer, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer will (if so required by the Company Issuer or the Indenture Trustee)) be duly indorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Note Registrar duly executed executed, by the Holder thereof or such Holder's his attorney duly authorized in writing. No . (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge shall will be made on any Noteholder for any registration of transfer or exchange of Notes, but the Company Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesNotes before the transfer or exchange will be complete, other than exchanges pursuant to Section 304 4.04 or 905 Section 10.06 not involving any transfer. The Company . (g) None of the Issuer, the Note Registrar or the Indenture Trustee shall not be required (i) to issue or issue, register the transfer of or exchange any Note Notes of any Series, Class or Tranche during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption selection of Notes selected for redemption pursuant of such Series, Class or Tranche to Section 1105 be redeemed and ending at the close of business on (A) if Notes of such Series, Class or Tranche are issuable only as Registered Notes, the day of the mailing of the relevant notice of redemption of Registered Notes of such Series, Class or Tranche so selected for redemption or (B) if Notes of the Series, Class or Tranche are issuable as Bearer Notes, the day of the first publication of the relevant notice of redemption or, if Notes of the Series, Class or Tranche are also issuable as Registered Notes and there is no publication, the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange of any Notes or portions thereof so selected for redemption redemption. Notwithstanding anything herein to the contrary, the exchange of Bearer Notes into Registered Notes shall be subject to applicable laws and regulations in whole effect at the time of exchange; none of the Issuer, the Indenture Trustee or the Note Registrar shall exchange any Bearer Notes into Registered Notes if it has received an Opinion of Counsel that as a result of such exchanges the Issuer or the Transferor would suffer adverse consequences under the United States federal income tax laws and regulations then in effect and the Issuer has delivered to the Indenture Trustee an Issuer Certificate directing the Indenture Trustee not to make such exchanges unless and until the Indenture Trustee receives a subsequent Issuer Certificate to the contrary. The Issuer shall deliver copies of such Issuer Certificates to the Note Registrar. (h) None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership. (i) The Issuer initially appoints The Bank of New York to act as Note Registrar for the Registered Notes on its behalf. The Issuer may at any time and from time to time authorize any Person to act as Note Registrar in place of the Indenture Trustee with respect to any Series, Class or Tranche of Notes issued under this Indenture. (j) Registration of transfer of Notes containing the following legend or to which the following legend is applicable: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN." will be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act other than Rule 144A under the Securities Act or Rule 903 or Rule 904 of Regulation S under the Securities Act, the transferor or the transferee will deliver, at its expense, to the Issuer and the Indenture Trustee, an investment letter from the transferee, substantially in the form of the investment letter attached hereto as Exhibit A or such other form as the Issuer may determine, and no registration of transfer will be made until such letter is so delivered. Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above will also bear such legend unless the Issuer, the Indenture Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed. Whenever a Note containing the legend referred to above is presented to the Note Registrar for registration of transfer, the Note Registrar will promptly seek instructions from the Issuer regarding such transfer and will be entitled to receive an Issuer Certificate prior to registering any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Indenture Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in partconnection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause. The Indenture Trustee shall have no obligation or duty to monitor, except the unredeemed portion determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Notes being redeemed interest in partany Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Registration, Transfer and Exchange. The Company principal of and interest on the Debentures shall cause to be kept at payable and the Corporate Trust Office of the Trustee a register (the register maintained in such office Debentures may be surrendered or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribepresented for payment, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender Debentures may be surrendered for registration of transfer or exchange, and notices and demands to or upon the Company in respect of any Note the Debentures and the Indenture may be served, at an the office or agency of the Company maintained for such purposes in The City of New York, State of New York from time to time, and the Company hereby appoints the Trustee, acting through its office or agency in The City of New York designated pursuant from time to Section 1002 time for such purpose, as its agent for the Company shall executeforegoing purposes; provided, and the Trustee shall authenticate and deliverhowever, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like aggregate principal amount. At that at the option of the Holder, Notes Company payment of interest on the Debentures may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender made by check mailed to the address of the Notes Persons entitled thereto, as such addresses shall appear in the Security Register; and provided, further, that (subject to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations Section 1002 of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but Original Indenture) the Company may require payment at any time remove the Trustee as its office or agency in The City of New York designated for the foregoing purposes and may from time to time designate one or more other offices or agencies for the foregoing purposes and may from time to time rescind such designations. Notwithstanding the foregoing, a sum sufficient Holder of $10 million or more in aggregate Original Principal Amount of Debentures on a Regular Record Date shall be entitled to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notesreceive interest payments on the next succeeding Interest Payment Date, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register an Interest Payment Date that is also the date of Maturity, by wire transfer of any Note during a period beginning at immediately available funds if appropriate wire transfer instructions have been received in writing by the opening of business Trustee not less than 15 calendar days before prior to the day of applicable Interest Payment Date. Any wire transfer instructions received by the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at Trustee will remain in effect until revoked by the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partHolder.

Registration, Transfer and Exchange. (1) The Company Indenture Trustee shall at all times while Notes are outstanding cause to be kept by and at its principal office in the Corporate Trust Office City of the Trustee a register (the register maintained in Toronto or such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations location as it may prescribedesignate from time to time Note Registers in respect of each Series of Notes or, if applicable, Class of Notes in which will be entered the Company name of each Noteholder or Clearing Agency or its nominees, as the case may be, or if issued to or to the order of the bearer, a notation to that effect, and particulars of each of the Notes (including Notes held through the Book-Entry System). The Indenture Trustee shall provide also at all times while any Notes in registered form are outstanding cause to be provided by and at its principal office in the City of Toronto or such other location as it may designate from time to time facilities for the registration of Notes exchange and of transfers transfer of Notes. The Indenture Trustee is hereby appointed "Note Registrar" may from time to time provide additional facilities at its other offices or, with the approval of the Trust, at the offices of third parties for the purpose of registering Notes such registration, exchange and transfers of Notes transfer. Except as herein provided. Upon surrender for registration of provided in Section 2.06(5), no transfer of a Note in registered form nor any Note transmission thereof by death will be valid unless made at one of such offices by the Noteholder or by his or her executors, administrators or other legal representatives, or his or her or their attorney duly appointed by an office or agency instrument in writing, in form and as to execution satisfactory to the Indenture Trustee and upon compliance with such reasonable requirements as the Indenture Trustee may prescribe and upon surrender of the Company designated pursuant Note to Section 1002 the Indenture Trustee for such purposecancellation, the Company shall execute, and the Trustee shall authenticate and deliver, whereupon a new Note in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like an aggregate principal amount, currency and interest rate, if any, and with the same maturity date, will be issued to the transferee in exchange therefor. At The Note Registers will, at all reasonable times on Business Days, be open for inspection by the option of Issuer Trustee, the Holder, Administrative Agent and any Noteholder. (2) Notes in any authorized denomination may be exchanged for an equal aggregate principal amount of Notes of the same Series of Notes and Class of Notes and having the same Principal Terms in any other authorized denomination or denominations. In every case of exchange of Notes of any authorized denominationsdenomination for other Notes and of any transfer of Notes in registered form, the Indenture Trustee may make a sufficient charge to reimburse it for any stamp taxes or governmental charge for its services and a reasonable sum per Note issued upon such exchange or transfer. Payment of such taxes and charges will be made by the party requesting the exchange or transfer as a condition precedent thereto. (3) In every case of exchange or transfer of a like aggregate Note, the surrendered Note shall be cancelled. (4) Notes in bearer form may be exchanged for Notes in registered form and vice versa, any such exchange to be for Notes of the same Series of Notes and Class of Notes and having the same Principal Terms and an equivalent principal amount, upon surrender of the . (5) Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes in bearer form shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this transferable by delivery. (6) The Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company Trustee shall not be required to issue make transfers or register the transfer exchanges of any Note during a Notes for the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at on the close of business on the day which is 15 days (or such other number of days as may be specified in the Related Supplement) prior to a Related Payment Day (the “Record Date”) (or the next succeeding Business Day if such mailing or day is not a Business Day) through to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partand including such Related Payment Day.

Registration, Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee (or at the appropriate office of any other Note Registrar appointed hereunder) a register (the register registers maintained in such office or and in any other office or agency pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Note Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby appointed "Pursuant to Section 6.16, the Company shall appoint a “Note Registrar" ” for the purpose of registering Notes and registering transfers and exchanges of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 1002 maintained for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Notes of any like aggregate principal amount of such denominations as are authorized denomination, for Notes and of a like aggregate principal amountStated Maturity and with like terms and conditions. At Except as otherwise provided in Section 3.4 and this Section 3.5, at the option of the Holderholder, Notes may be exchanged for other Notes of any authorized denominations, like aggregate principal amount and of a like aggregate principal amountStated Maturity and with like terms and conditions, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder holder making the exchange is entitle entitled to receive. . (b) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon for such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Registrar, duly executed executed, by the Holder holder thereof or such Holder's his or her attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Notes, but the Notes except as provided in Section 3.6. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of registration, transfer or exchange of Notes, other than exchanges pursuant those expressly provided in this Indenture to Section 304 be made at the Company’s own expense or 905 not involving any transferwithout expense or without charge to the holders. The Company Company, the Trustee and the Note Registrar shall not be required (i) to issue register, transfer or register the transfer of any Note exchange Notes during a period beginning at the opening of business 15 days before the day of the mailing transmission of a notice of redemption of Notes selected for redemption pursuant to under Section 1105 13.3 and ending at the close of business on the day of such mailing transmission, or (ii) to register the register, transfer of or exchange any Notes Note so selected for redemption in whole or in part, except the unredeemed portion of any Notes Note being redeemed in part.

Registration, Transfer and Exchange. (a) The Company Issuer shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "“Note Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Registered Notes, or of Registered Notes of a particular class, and of for transfers of NotesRegistered Notes or of Registered Notes of such class. The Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Indenture Trustee is hereby appointed "Note Registrar" for at the purpose of registering Notes and transfers of Notes office or agency to be maintained by the Issuer as herein provided. Upon provided in Section 11.02. (b) Subject to Section 2.04, upon surrender for registration of transfer of any Registered Note of any class at an the office or agency of the Company designated pursuant to Issuer in a Place of Payment, if the requirements of Section 1002 for such purpose8-401 (a) of the UCC are met, the Company Issuer shall execute, and and, upon receipt of such surrendered note, the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes such class of any authorized denominations, of a like aggregate principal amountStated Principal Amount, Expected Principal Payment Date and Legal Maturity Date and of like terms. (c) Subject to Section 2.04, at the option of the Holder, Notes of any class may be exchanged for other Notes of such class of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Principal Payment Date and Legal Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder Noteholders making the exchange is entitle are entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid and legally binding obligations of the CompanyIssuer, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Issuer or the Indenture Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Note Registrar duly executed executed, by the Holder thereof or such Holder's his attorney duly authorized in writing. No . (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge shall be made on any Noteholder for any registration of transfer or exchange of Notes, but the Company Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 3.04 or 905 10.06 not involving any transfer. (g) None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee, any Paying Agent or the Note Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Issuer initially appoints Xxxxx Fargo Bank, National Association, to act as Note Registrar for the Registered Notes on its behalf. The Company shall not be required Issuer may at any time and from time to issue or register time authorize any Person to act as Note Registrar in place of the Indenture Trustee with respect to any class of Notes issued under this Indenture. (i) Registration of transfer of any Note during Notes containing the following legend or to which the following legend is applicable: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.” shall be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a period beginning transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act other than Rule 144A under the Securities Act or Rule 903 or Rule 904 of Regulation S under the Securities Act, the transferor or the transferee shall deliver, at its expense, to the opening of business 15 days before Issuer and the day Indenture Trustee, an investment letter from the transferee, substantially in the form of the mailing investment letter attached hereto as Exhibit C or such other form as the Issuer may determine, and no registration of transfer shall be made until such letter is so delivered. Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above shall also bear such legend unless the Issuer, the Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed. Whenever a notice Note containing the legend referred to above is presented to the Note Registrar for registration of redemption transfer, the Note Registrar shall promptly seek instructions from the Issuer regarding such transfer and shall be entitled to receive an Issuer Certificate prior to registering any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Indenture Trustee and to hold each of Notes selected for redemption them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partthis clause.

Registration, Transfer and Exchange. The Company Bank shall cause to be kept keep at the Corporate Trust Designated Payment/Transfer Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register"“Registration Books”) in which, subject to such reasonable regulations as it the City or the Bank may prescribe, the Company Bank shall provide for the registration of Notes the Securities and registration of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes Securities as herein provided. Upon surrender for registration of transfer or exchange of any Note Security at an office or agency the Designated Payment/Transfer Office of the Company designated pursuant to Section 1002 for such purposeBank, the Company Bank shall execute, and the Trustee shall authenticate register and deliver, in the name of the designated transferee or transferees, one or more new Notes fully registered Securities of the same maturity, of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, and of a like aggregate principal amount, upon surrender all in accordance with the terms of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchangeOrdinance. Every Note Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Bank) or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Bank duly executed by the Holder or the attorney thereof or such Holder's attorney duly authorized in writing. No service charge Neither the City nor the Bank shall be made for any registration of transfer required (i) to issue, transfer, or exchange of Notes, but the Company may require payment of a sum sufficient any Security subject to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note redemption during a period beginning at the opening of business 15 thirty (30) days before the day of the first mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 Securities and ending at the close of business on the day of such mailing mailing, or (ii) to register the transfer of or exchange any Notes Security after it is so selected for redemption redemption, in whole or in part, prior to the redemption date; except that at the unredeemed portion option of the Holder of at least $1,000,000 in principal amount of a series of Securities, the Bank is required to transfer or exchange any Notes such Security which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Securities is discontinued, the City shall provide an adequate inventory of Security certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Security certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. The Bank as Registrar will maintain the records of the Registration Books in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Registration Books in any form other than those which the Bank has currently available and currently utilizes at the time. The Registration Books may be maintained in written form or in any other form capable of being redeemed in partconverted into written form within a reasonable time.

Registration, Transfer and Exchange. The Company IDB shall cause to be kept at the Corporate Trust Office of the Trustee a register that, subject to such reasonable regulations as the IDB may prescribe, shall provide for the registration of Securities and for the registration of transfers and exchanges of Securities. This register and, if there shall be more than one (1) Security Registrar, the register combined registers maintained in by all such office or any other office or agency pursuant to Section 1002 being Security Registrars, are herein sometimes referred to as the "Note Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. ." The Trustee is hereby appointed as the initial "Note Security Registrar" for the purpose of registering Notes Securities. If a Person other than the Trustee is appointed by the IDB as Security Registrar, the IDB will give the Trustee prompt notice of the appointment of the Security Registrar, and transfers the Trustee shall have the right to inspect the Security Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon an Officer's Certificate executed on behalf of Notes the Security Registrar as herein providedto the names and addresses of the Holders of the Securities and the principal amounts and numbers of such Securities. Upon surrender for registration of transfer At the option of any Note Holder, Securities of any series may be exchanged for other Securities of the same series to be registered in the name of such Holder, of authorized denominations and of like tenor, maturity and aggregate principal amount, upon surrender of the Securities to be exchanged at an any office or agency of the Company designated maintained for such purpose pursuant to Section 1002 9.13(a). Whenever any Securities are so surrendered for such purposeexchange, the Company IDB shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged make available for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangedelivery, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which Securities that the Holder making the exchange is entitle entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the CompanyIDB, evidencing the same debt debt, and entitled to the same security and benefits under this Indenture Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company IDB and the Note Security Registrar or any transfer agent, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for required of any registration of Holders participating in any transfer or exchange of NotesSecurities in respect of such transfer or exchange, but the Company Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesSecurities, other than exchanges pursuant to Section 304 2.7, 6.6 or 905 11.6 not involving any transfer. The Company Security Registrar shall not be required (a) to issue or issue, register the transfer of or exchange any Note Security of any series during a period (i) beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of Notes Securities of such series selected for redemption pursuant to under Section 1105 6.2 or 7.2 and ending at the close of business on the day of such mailing and (ii) beginning on the Regular Record Date for the Stated Maturity of any installment of principal of or payment of interest on the Securities of such series and ending on the Stated Maturity of such installment of principal or payment of interest or (b) to issue, register the transfer of or exchange any Notes so Security selected pursuant to clause (i) above for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed Security selected for redemption in part. Notwithstanding anything herein to the contrary, any transfer of the Securities of any series may be subject to restrictions, if any, set forth in the Series Supplemental Indenture relating to such series.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or and in any other office or agency pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Note RegisterREGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such Register shall distinguish between Original Notes and Exchange Notes of each series. The Trustee is hereby appointed "Note RegistrarNOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company shall have the right to remove and replace from time to time the Note Registrar for any series of Notes; PROVIDED that no such removal or replacement shall be effective until a successor Note Registrar with respect to such series of Notes shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Note Registrar with respect to a series of Notes, it shall have the right to examine in the United States the Register for such series at all reasonable times. There shall be only one Register for each series of Notes. Upon surrender for registration of transfer of any Note of any series at an the office or agency of the Company designated pursuant to Section 1002 in a Place of Payment for such purposeseries, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denomination, denominations and of a like aggregate principal amountamount and tenor containing identical terms and provisions. At the option of the Holder, Notes of any series may be exchanged for other Notes of the same series bearing such restrictive legends as may be required by this Indenture and containing identical terms and provisions in any authorized denominations, denominations and of a like aggregate principal amountamount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Notes, with Guarantees endorsed thereon, which the Holder making the exchange is entitle entitled to receive. All Notes and Guarantees endorsed thereon issued upon any registration of transfer or exchange of Notes with Guarantees of the Guarantors endorsed thereon shall be the valid obligations of the CompanyCompany and the respective Guarantors, evidencing the same debt debt, and (subject to the provisions of the Original Notes regarding payment of additional interest upon a Registration Default) entitled to the same benefits under this Indenture Indenture, as the Notes and Guarantees endorsed thereon surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed executed, by the Holder thereof or such the Holder's attorney attorney-in-fact duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 3.04 or 905 9.06 not involving any transfer. The Except as otherwise provided herein, the Company shall not be required (i) to issue or issue, register the transfer of or exchange Notes of any Note series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 of such series and ending at the close of business on the day of such mailing mailing, or (ii) to register the transfer of or exchange any Notes Note so selected for redemption redemption. If the beneficial owners of interests in a Global Note are entitled to exchange such interests for definitive Notes as the result of an event described in Section 2.03(b), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Notes with the Guarantees endorsed thereon in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such Global Note, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Note shall be surrendered from time to time by the Depositary and in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, except for definitive Notes with the unredeemed Guarantees endorsed thereon as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered Global Note, a like aggregate principal amount of definitive Notes of the same series of authorized denominations and of like tenor with the Guarantees endorsed thereon as the portion of such Global Note to be exchanged, as shall be specified by the beneficial owner thereof, PROVIDED, HOWEVER, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Notes being of the same series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such Global Note shall be returned by the Trustee to such Depositary in accordance with the instructions of the Company referred to above. If a Note is issued in exchange for any portion of a Global Note after the close of business at the office or agency for such Note where such exchange occurs on or after (i) any Regular Record Date for such Note and before the opening of business at such office or agency on the next Interest Payment Date, or (ii) any Special Record Date for such Note and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Note, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Note shall be payable in accordance with the provisions of this Indenture.

Registration, Transfer and Exchange. The provisions of this Section 2.10 shall be subject in their entirety to the provisions of Section 2.4. The Company shall will cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other each office or agency pursuant to be maintained for the purpose as provided in Section 1002 being 3.2 a register or registers (herein sometimes referred to as the "Note Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall will provide for the registration and the registration of Notes and the transfer or exchange of transfers of Notesthe Convertible Debentures. The Trustee is hereby appointed and accepts the appointment as Registrar (the "Note Registrar" ") for purposes of registering, and registering transfers of, the purpose of registering Notes and transfers of Notes as herein providedConvertible Debentures. Upon surrender for registration of transfer of any Note Convertible Debenture at an any such office or agency of to be maintained for the Company designated pursuant to purpose as provided in Section 1002 for such purpose3.2, the Company shall execute, execute and the Trustee shall authenticate and deliver, make available for delivery in the name of the designated transferee or transferees, one transferees a new Convertible Debenture or more new Notes of any authorized denomination, Convertible Debentures of a like tenor and containing the same terms (other than the principal amount thereof, if more than one Convertible Debenture is executed, authenticated and delivered in respect of any Convertible Debenture so presented, in which case the aggregate principal amountamount of the executed, authenticated and delivered Convertible Debentures shall equal the principal amount of the Convertible Debenture presented in respect thereof) and conditions. At the option of the HolderHolder thereof, Notes Convertible Debentures may be exchanged for other Notes of any a Convertible Debenture or Convertible Debentures having authorized denominations, of a like denominations and an equal aggregate principal amount, upon surrender of the Notes such Convertible Debentures to be exchanged at the agency of the Company that shall be maintained for such office or agencypurpose in accordance with Section 3.2 and upon payment, if the Company shall so require, of the charge hereinafter provided. Whenever any Notes Convertible Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Convertible Debentures which the Holder making the exchange is entitle entitled to receive. All Notes Convertible Debentures surrendered upon any exchange or transfer provided for in this Indenture shall be promptly canceled by the Trustee and the Trustee will deliver a certificate of cancellation thereof to the Company. All Convertible Debentures issued upon any registration of transfer or exchange of Notes Convertible Debentures shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Convertible Debentures surrendered upon such registration of transfer or exchange. Every Note Convertible Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Trustee duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of NotesConvertible Debentures, but the Company company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesConvertible Debentures, other than exchanges pursuant to Section 304 Sections 2.13, 8.5 or 905 11.5 not involving any transfer. The Company shall not be required (i) to issue or issue, register the transfer of or exchange any Note Convertible Debenture during a 15-day period beginning at the opening of business 15 days before prior to the day of the mailing of a the relevant notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or (ii) to register the transfer of or exchange any Notes Convertible Debenture so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Notes being Convertible Debenture to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. (a) The Company shall Issuer will keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall Issuer will provide for the registration of Registered Notes, or of Registered Notes of a particular tranche, and of for transfers of NotesRegistered Notes or of Registered Notes of such tranche. The Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Trustee is hereby appointed "Note Registrar" for at the purpose of registering Notes and transfers of Notes office or agency to be maintained by the Issuer as herein provided. Upon provided in Section 1102. (b) Subject to Section 204, upon surrender for registration of transfer of any Registered Note of any tranche at an the office or agency of the Company designated pursuant to Section 1002 for such purposeIssuer in a Place of Payment, the Company shall Issuer will execute, and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes such tranche of any authorized denominations, of a like aggregate stated principal amount, Expected Principal Payment Date and Legal Maturity Date and of like terms. (c) Subject to Section 204, at the option of the Holder, Notes of any tranche may be exchanged for other Notes of such tranche of any authorized denominations, of a like aggregate stated principal amount, Expected Principal Payment Date and Legal Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or agency. Registered Notes, including Registered Notes received in exchange for Bearer Notes, may not be exchanged for Bearer Notes. At the option of the Holder of a Bearer Note, subject to applicable laws and regulations, Bearer Notes may be exchanged for other Bearer Notes or Registered Notes (of the same class and tranche) of authorized denominations of like aggregate fractional undivided interests in the Noteholders' interest, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Note Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section will have attached thereto all unmatured coupons; provided, however, that any Bearer Note, so surrendered after the close of business on the last day of the month preceding the relevant Payment Date need not have attached the coupon relating to such Payment Date. Whenever any Notes are so surrendered for exchange, the Company shall Issuer will execute, and the Trustee shall will authenticate and deliverdeliver (in the case of Bearer Notes, outside the United Sates), the Notes which the Holder Noteholders making the exchange is entitle entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid obligations of the CompanyIssuer, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer will (if so required by the Company Issuer or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Note Registrar duly executed executed, by the Holder thereof or such Holder's his attorney duly authorized in writing. No . (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge shall will be made on any Noteholder for any registration of transfer or exchange of Notes, but the Company Issuer may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 1006 not involving any transfer. (g) None of the Issuer, the Trustee, any agent of the Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Issuer initially appoints Citibank, N.A., to act as Note Registrar for the Registered Notes on its behalf. The Company shall not be required Issuer may at any time and from time to issue or register time authorize any Person to act as Note Registrar in place of the Trustee with respect to any tranche of Notes issued under this Indenture. (i) Registration of transfer of any Note during Notes containing the following legend or to which the following legend is applicable: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN." will be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a period beginning transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act, the transferor or the transferee will deliver, at its expense, to the opening of business 15 days before Issuer and the day Trustee, an investment letter from the transferee, substantially in the form of the mailing investment letter attached hereto as Exhibit D, and no registration of transfer will be made until such letter is so delivered. Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above will also bear such legend unless the Issuer, the Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed. Whenever a notice Note containing the legend referred to above is presented to the Note Registrar for registration of redemption transfer, the Note Registrar will promptly seek instructions from the Issuer regarding such transfer and will be entitled to receive an Issuer's Certificate prior to registering any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Trustee and to hold each of Notes selected for redemption them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partthis clause.

Registration, Transfer and Exchange. The Company shall Issuer will keep or cause to be kept at each Registry, subject to the Corporate Trust Office provisions of the Trustee this Indenture, a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Notes as provided in this Subclause 2.7. Such register shall provide be in written form in the English language. At all reasonable times such register or registers shall be open for inspection and for the registration taking of Notes copies of such registry or registers by or on behalf of the Trustee and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein providedAgent, in each case at all times. Upon surrender due presentation for registration of transfer of any Note at an office or agency of each such Registry, subject to the Company designated pursuant to Section 1002 for such purposeprovisions in this Indenture, the Company Issuer shall execute, and the Trustee Agent shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Note or Notes, one or more new Notes of any endorsed with the Guarantees, as appropriate, in authorized denomination, of denominations for a like aggregate principal amount. At the option of the Holder, Any Note or Notes may be exchanged for a Note or Notes in other Notes of any authorized denominations, of a like in an equal aggregate principal amount, upon surrender of the . Notes to be exchanged shall be surrendered at such office or agency. Whenever any Notes are so surrendered for exchangeRegistry, and the Company Issuer shall execute, and the Trustee Guarantors shall execute the Guarantees endorsed thereon, and the Agent shall authenticate and deliver, deliver in exchange therefor the Note or Notes which the Holder Noteholder making the exchange is entitle shall be entitled to receive, bearing numbers not contemporaneously Outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer transfer, exchange, redemption or for exchange payment shall be duly endorsed for transfer (if so required by the Company Issuer or the Trustee)Agent) be duly endorsed by, or shall be accompanied by by, a written instrument or instruments of transfer in a form satisfactory to the Company Issuer and the Note Registrar Agent, duly executed by by, the Holder thereof or such Holder's its attorney duly authorized in writing. No service charge shall be made for any registration of transfer The Issuer or exchange of Notes, but the Company Agent may require payment from a Noteholder 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 Notes. 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 Notes for a period of 15 calendar days ending on the due date of any payment of principal in respect of the Notes or the first mailing of notice of redemption of Notes to be redeemed or (b) any Notes selected, called or being called for redemption except, in the case of any Note where notice pursuant to Subclause 11.2 has been given that such Note is to be redeemed in part, the portion thereof not so to be redeemed. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer and the Guarantors, evidencing the same obligations, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Notwithstanding any other provision in this Indenture or the Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not no Global Note may be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption exchanged in whole or in part, part for Definitive Notes except as provided in Subclause 2.4. (a) Transfers of beneficial interests in either of the unredeemed portion 144A Global Notes or the Regulation S Global Notes may be made only in accordance with this Subclause 2.7 and in accordance with the rules of any Notes being redeemed the Depositary. (i) A beneficial interest in part.an Unrestricted Note may be transferred to a transferee that takes delivery in the form of a beneficial interest in a Restricted Note only upon receipt by the Agent of a Transfer Notice pursuant to Schedule 6-B. (ii) A beneficial interest in a Restricted Note may be transferred to a transferee that takes delivery in the form of a beneficial interest in an Unrestricted Note only upon receipt by the Agent of a Transfer Notice pursuant to Schedule 6-A. (iii) No restrictions shall apply with respect to the transfer or registration of transfer of

Registration, Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Operations Office of the Trustee (or at the appropriate office of any other Note Registrar appointed hereunder) a register (the register registers maintained in such office or and in any other office or agency pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Trustee is hereby appointed Pursuant to Section 6.16, the Company shall appoint a "Note Registrar" for the purpose of registering Notes and registering transfers and exchanges of Notes as herein provided. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 1002 maintained for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Notes of any like aggregate principal amount of such denominations as are authorized denomination, for Notes and of a like aggregate principal amountStated Maturity and with like terms and conditions. At Except as otherwise provided in Section 3.4 and this Section 3.5, at the option of the Holderholder, Notes may be exchanged for other Notes of any authorized denominations, like aggregate principal amount and of a like aggregate principal amountStated Maturity and with like terms and conditions, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder holder making the exchange is entitle entitled to receive. . (b) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon for such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Registrar, duly executed executed, by the Holder holder thereof or such Holder's his or her attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Notes, but the Notes except as provided in Section 3.6. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of registration, transfer or exchange of Notes, other than exchanges pursuant those expressly provided in this Indenture to Section 304 be made at the Company's own expense or 905 not involving any transferwithout expense or without charge to the holders. The Company Company, the Trustee and the Note Registrar shall not be required (i) to issue register, transfer or register the transfer of any Note exchange Notes during a period beginning at the opening of business 15 days before the day of the mailing transmission of a notice of redemption of Notes selected for redemption pursuant to under Section 1105 13.3 and ending at the close of business on the day of such mailing transmission, or (ii) to register the register, transfer of or exchange any Notes Note so selected for redemption in whole or in part, except the unredeemed portion of any Notes Note being redeemed in part.

Registration, Transfer and Exchange. The Company Bank shall cause to be kept keep at the Corporate Trust Designated Payment/Transfer Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register"“Registration Books”) in which, subject to such reasonable regulations as it the City or the Bank may prescribe, the Company Bank shall provide for the registration of Notes the Securities and registration of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes Securities as herein provided. Upon surrender for registration of transfer or exchange of any Note Security at an office or agency the Designated Payment/Transfer Office of the Company designated pursuant to Section 1002 for such purposeBank, the Company Bank shall execute, and the Trustee shall authenticate register and deliver, in the name of the designated transferee or transferees, one or more new Notes fully registered Securities of the same maturity, of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, and of a like aggregate principal amount, upon surrender all in accordance with the terms of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchangeOrdinance. Every Note Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Bank) or the Trustee), or shall be accompanied by a written instrument of transfer in form from satisfactory to the Company and the Note Registrar Bank duly executed by the Holder or the attorney thereof or such Holder's attorney duly authorized in writing. No service charge Neither the City nor the Bank shall be made for any registration of transfer required (i) to issue, transfer, or exchange of Notes, but the Company may require payment of a sum sufficient any Security subject to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note redemption during a period beginning at the opening of business 15 thirty (30) days before the day of the first mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 Securities and ending at the close of business on the day of such mailing mailing, or (ii) to register the transfer of or exchange any Notes Security after it is so selected for redemption redemption, in whole or in part, prior to the redemption date; except that at the unredeemed portion option of the Holder of at least $1,000,000 in principal amount of a series of Securities, the Bank is required to transfer or exchange any Notes such Security which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Securities is discontinued, the City shall provide an adequate inventory of Security certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Security certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. The Bank as Registrar will maintain the records of the Registration Books in accordance with the Bank’s general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Registration Books in any form other than those which the Bank has currently available and currently utilizes at the time. The Registration Books may be maintained in written form or in any other form capable of being redeemed in partconverted into written form within a reasonable time.

Registration, Transfer and Exchange. The Company shall cause to be kept Notes are issuable only in registered form. The Trustee will keep at the Corporate Trust Office of (in such capacity, the Trustee “Registrar”), a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note “Register"”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfer of, Notes as provided herein. The name and address of the registered holder of each Note and the amount of each Note will be recorded in the Register. 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. A copy of the Register shall be maintained by the Argentine Registrar and Transfer Agent at its offices in Buenos Aires. Upon request by the Argentine Registrar and Transfer Agent, the Registrar shall provide for a copy of the registration of Notes Register to the Argentine Registrar and of transfers of NotesTransfer Agent at such address or facsimile as the Argentine Registrar and Transfer Agent may designate in writing to the Trustee. The Trustee is hereby appointed "Note Registrar" for Register in Argentina shall be in written form in the purpose English language or in any other form capable of registering Notes and transfers being converted into such written form within a reasonable time and, upon request, may be translated into Spanish at the sole expense of Notes as herein providedthe Company. Upon surrender due presentation for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeNote, the Company shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Note or more new Notes of any in authorized denomination, of denominations for a like aggregate principal amount. A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agencyto the Registrar. Whenever any When Notes are so surrendered presented to the Registrar with a request to register the transfer or to exchange them for exchangean equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee shall authenticate and deliverNotes as applicable. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar ) be duly endorsed, the Notes which or be accompanied by a written instrument of transfer duly executed, by the Holder making thereof or his attorney duly authorized in writing in a form satisfactory to the Company and the Registrar. The Company and 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 is entitle or registration of transfer of Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to receiveany Holder shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (a) any Notes for a period of 15 days next preceding the first mailing of notice of redemption of Notes to be redeemed or (b) any Notes called or being called for redemption. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by Claims against the Company for the payment of principal and interest, premium, if any, or other amounts due on the TrusteeNotes (including Additional Amounts) must be made within five years, with respect to principal, and two years, with respect to interest, premium, if any, or other amounts due on the Notes (including Additional Amounts), in each case from the date on which such payment first became due, or shall be accompanied a shorter period if provided by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partlaw.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Securities and of transfers of NotesSecurities. Such register is herein sometimes referred to as the "Securities Register." The Trustee is hereby appointed "Note Securities Registrar" for the purpose of registering Notes Securities and transfers of Notes Securities as herein provided. Upon surrender for registration of transfer of any Note Security at an the office or agency of the Company designated pursuant to Section 1002 for such purpose, that purpose the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like aggregate principal amount. At the option Securities of the Holder, Notes may be exchanged for other Notes same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms. At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Notes Securities to be exchanged at such office or agency. Whenever any Notes securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Securities which the Holder making the exchange is entitle entitled to receive. All Notes Securities issued upon any registration of transfer or exchange of Notes Securities shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Securities surrendered upon such registration of transfer or exchange. Every Note Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)Securities Registrar) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Securities Registrar, duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesSecurities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesSecurities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than exchanges the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Global Security that is exchangeable pursuant to Section 304 or 905 not involving the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any transfer. The Company shall other provision in this Indenture, a Global Security may not be required transferred except as a whole by the Depositary with respect to issue such Global Security to a nominee of such Depositary or register by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, transfer or exchange any Security of any Note series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption Securities pursuant to Section 1105 Article XI and ending at the close of business on the day of such mailing of notice of redemption or (b) to register the transfer of or exchange any Notes Security so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Notes being Security to be redeemed in part, any portion thereof not to be redeemed.

Registration, Transfer and Exchange. The Company Bank shall cause to be kept at an office or agency to be maintained by the Corporate Trust Office Bank in accordance with the provisions of the Trustee Section 1002, a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company Bank shall provide for the registration of Notes and of transfers of NotesNotes as herein provided. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Upon surrender for registration of transfer of any Note at an any office or agency of the Company designated Bank maintained for such purpose pursuant to Section 1002 for such purpose1002, the Company Bank shall execute, and the Trustee Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, denominations of a like aggregate principal amountamount having the identical Original Issue Date, Stated Maturity and provisions with respect to payment of interest. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amountamount having the identical Original Issue Date, Stated Maturity and provisions with respect to payment of Redemption Premium, if any and interest, upon surrender of the Notes to be exchanged at such office or agency, and upon payment, if the Bank shall so require, of the charges hereinafter provided. Whenever any Notes are so surrendered for exchange, the Company Bank shall execute, and the Trustee Authenticating Agent shall authenticate and deliver, the Notes which the Holder making the exchange is entitle entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyBank, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon for such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Bank or the Trustee)Authenticating Agent) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Bank, the Authenticating Agent and the Note Registrar Registrar, duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall to the Holder will be made for any registration of transfer or exchange of Notes, but the Company . The Bank may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant expressly provided in this Indenture to Section 304 be made at the Bank's own expense or 905 not involving any transferwithout expense or without charge to the Holders. The Company provisions of Clauses (1), (2), (3) and (4) below shall not apply only to Global Notes: (1) Each Global Note authenticated under this Indenture shall be required to issue or register registered in the transfer of any Note during a period beginning at the opening of business 15 days before the day name of the mailing Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange this Indenture. (2) Notwithstanding any Notes so selected for redemption other provision in this Indenture, no Global Note may be exchanged in whole or in partpart for Notes registered, except and no transfer of a Global Note in whole or in part may be registered, in the unredeemed portion name of any Notes being redeemed Person other than the Depositary for such Global Note or a nominee thereof unless (A) such Depositary (i) has notified the Bank that it is unwilling or unable to continue as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when the Depositary is required to be so registered to act as depositary, in part.each case unless the Bank has approved a successor Depositary

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or and in any other office or agency pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such Register shall distinguish between Original Notes and Exchange Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company shall have the right to remove and replace from time to time the Note Registrar for the Notes; provided that no such removal or replacement shall be effective until a successor Note Registrar with respect to such Notes shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Note Registrar with respect to the Notes, it shall have the right to examine in the United States of America the Register for the Notes at all reasonable times. There shall be only one Register for the Notes. Upon surrender for registration of transfer of any Note at an the office or agency of the Company designated pursuant to Section 1002 for such purposein a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of any authorized denomination, denominations and of a like aggregate principal amountamount and tenor containing identical terms and provisions. No transfer of a Note to any Person shall be effective under this Indenture or with respect to such Note unless and until such Note has been registered in the name of such Person. At the option of the Holder, subject to Section 3.06, Notes may be exchanged for other Notes of bearing such restrictive legends as may be required by this Indenture and containing identical terms and provisions in any authorized denominations, denominations and of a like aggregate principal amountamount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt debt, and (subject to the provisions of the Original Notes regarding payment of additional interest upon a Registration Default) entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed executed, by the Holder thereof or such the Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 3.04 or 905 9.06 not involving any transfer. The If the beneficial owners of interests in a Global Note are entitled to exchange such interests for Certificated Notes as the result of an event described in Section 2.03(b), then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee Certificated Notes in such form and denominations as are required by or pursuant to this Indenture containing identical terms and in aggregate principal amount equal to the principal amount of such Global Note, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Note shall be surrendered from time to time by the Depositary and in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not be required contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to issue or register the transfer of any Note during a period beginning at Trustee, as the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected Company's agent for redemption pursuant such purpose, to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption be exchanged, in whole or in part, except the unredeemed for Certificated Notes as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of any such surrendered Global Note, a like aggregate principal amount of Certificated Notes being redeemed in partof authorized denominations and of like tenor as the portion of such Global Note to be exchanged, as shall be specified by the beneficial owner thereof.

Registration, Transfer and Exchange. The Company shall ----------------------------------- cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.02 in a Place of Payment a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Registered Securities and the registration of transfers of NotesRegistered Securities. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes Registered Securities and transfers of Notes Registered Securities as herein provided. Upon surrender for registration of transfer of any Note Registered Security of any series at an the office or agency of the Company designated maintained pursuant to Section 1002 9.02 in a Place of Payment for such purposethat series, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Registered Securities of the same series, of any authorized denomination, denominations and of a like aggregate principal amountamount containing identical terms and provisions. Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Notes Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Notes Registered Securities of the same series, of any authorized denominations, denominations and of a like aggregate principal amountamount containing identical terms and provisions, upon surrender of the Notes Registered Securities to be exchanged at such office or agency. Whenever any Notes Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Registered Securities which the Holder making the exchange is entitle entitled to receive. All Notes Unless otherwise specified as contemplated by Section 3.01, Bearer Securities may not be issued upon any registration of transfer or in exchange of Notes shall be valid obligations for Registered Securities. Unless otherwise specified as contemplated by Section 3.01, at the option of the CompanyHolder, evidencing 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 debt series, of any authorized denominations and entitled 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 same benefits under this Indenture as 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 Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be Bearer Securities are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Note Registrar duly executed 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 Holder thereof Company and the Trustee if there be furnished to them such security or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company indemnity as they may require payment to save each of a sum sufficient to cover them and any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in part.Paying Agent

Registration, Transfer and Exchange. The Company shall ----------------------------------- cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes Debentures and of transfers of NotesDebentures. Such register is herein sometimes referred to as the "Securities Register." The Trustee is hereby appointed "Note Securities Registrar" for the purpose of registering Notes Debentures and transfers of Notes Debentures as herein provided. Upon surrender for registration of transfer of any Note Debenture at an the office or agency of the Company designated pursuant to Section 1002 for such purpose, that purpose the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Debentures of any authorized denominationdenominations, of a like aggregate principal amount. At the option of the Holder, Notes Debentures may be exchanged for other Notes Debentures of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes Debentures to be exchanged at such office or agency. Whenever any Notes Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes Debentures which the Holder making the exchange is entitle entitled to receive. All Notes Debentures issued upon any registration of transfer or exchange of Notes Debentures shall be the valid obligations of the Company, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes Debentures surrendered upon such registration of transfer or exchange. Every Note Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee)Securities Registrar) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar Securities Registrar, duly executed by the Holder thereof or such Holder's his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of NotesDebentures. Notwithstanding any of the foregoing, any Global Security shall be exchangeable pursuant to this Section 3.5 for Debentures registered in the names of Persons other than exchanges pursuant the Depositary for such Debenture or its nominee only if (a) such Depositary notifies the Company that it is unwilling or unable to Section 304 or 905 not involving continue as Depositary for any transfer. The Global Security and the Company shall not have appointed a successor depositary within 90 days after such notice, or if at any time such Depositary ceases to be required a clearing agency registered under the Securities Exchange Act of 1934, as amended, (b) the Company executes and delivers to issue the Trustee a Company Order that any Global Security shall be so exchangeable or (c) there shall have occurred and be continuing an Event of Default. Any Global Security shall be exchangeable for Debentures registered in such names as such Depositary shall direct. Notwithstanding any other provisions in this Indenture, a Global Security may not be transferred except as a whole by the Depositary with respect to a Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, register the transfer of or exchange any Note Debenture during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Notes selected for redemption Debentures pursuant to Section 1105 Article 11 and ending at the close of business on the day of such mailing of notice of redemption or (b) to register the transfer of or exchange any Notes Debenture so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Notes being Debenture to be redeemed in part, any portion thereof not to be redeemed.

Registration, Transfer and Exchange. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note RegisterNOTE REGISTER") in which, subject to such reasonable regulations as it the Trustee may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note RegistrarNOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. . (b) Upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeCorporate Trust Office, the Company Issuer shall execute, execute and the Trustee upon request shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same class, of any authorized denomination, denominations and of a like aggregate original principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. . (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt debt, and entitled to the same benefits under this Amended and Restated Indenture and any Supplement, as the Notes surrendered upon such registration of transfer or exchange. . (d) Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Issuer or the Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Note Registrar Trustee duly executed executed, by the Holder holder thereof or such Holder's his attorney duly authorized in writing. . (e) No service charge shall be made for any registration of transfer or exchange of Notes, Notes but the Company Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges but this provision shall not apply to any exchange pursuant to Section 304 or 905 9.04 not involving any transfer. (f) If Notes are issued or exchanged in definitive form under Section 2.02, such Notes will not be registered by the Trustee unless each prospective initial Noteholder acquiring a Note, each prospective transferee acquiring a Note and each prospective owner (or transferee thereof) of a beneficial interest in Notes acquiring such beneficial interest provides the Servicer, the Issuer, the Trustee and any successor Servicer with a representation that the statements in either subsections (1) or (2) of Section 2.11 is an accurate representation as to all sources of funds to be used to pay the purchase price of the Notes. (g) No transfer of a Note shall be deemed effective unless the registration and prospectus delivery requirements of Section 5 of the Securities Act of 1933, as amended, and any applicable state securities laws are complied with, or such transfer is exempt from the registration and prospectus delivery requirements under said Securities Act and laws. In the event that a transfer is to be made without registration or qualification, such Noteholder's prospective transferee shall deliver to the Trustee an investment letter substantially in the form of Exhibit G hereto (the "INVESTMENT LETTER"). The Company shall Trustee is not be required to issue or register the transfer of under any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing or obligation to register the transfer of Notes under said Act or exchange any Notes so selected for redemption in whole other securities law or in part, except the unredeemed portion to bear any expense with respect to such registration by any other Person or monitor compliance of any transfer with the securities laws of the United States regulations promulgated in connection thereto or ERISA unless the Notes are issued or exchanged in definitive form under Section 2.02. (h) No Class E Noteholder shall transfer, sell, assign, pledge or otherwise grant a security interest in ("TRANSFER"), a Class E Note, as applicable, to any Person that is not a United States person within the meaning of section 7701(a)(30) of the Code. In the event of any Transfer with respect to a Class E Note, the Trustee shall require, in addition to any other applicable requirements set forth in this Amended and Restated Indenture, including without limitation, the delivery of the Investment Letter, (A) the purchaser to execute a Tax Certificate in substantially the form attached as Exhibit I hereto certifying to the transferor and the Trustee as to the matters set forth therein and (B) the transferee to certify, in form and substance reasonably acceptable to the Trustee, that (1) the transferee is acquiring the Class E Note for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition and (2) the transferee is a United States person within the meaning of section 7701(a)(30) of the Code. In addition, no Class E Noteholder shall Transfer a Class E Note, as applicable, to any Person that is a grantor trust, partnership or S corporation (each a "PASS-THROUGH ENTITY") if substantially all of the value of the assets of the Pass-Through Entity is attributable to the Pass-Through Entity's ownership interest in securities of the Issuer other than the Class A, Class B, Class C Notes and Class D Notes, nor may the Class E Notes be Transferred or sold to any Person if, for the purposes of Section 7704 of the Code and the Treasury regulations promulgated thereunder, after giving effect to such Transfer the Issuer would be treated under the Code (by virtue of calculating the aggregate number, Class E Noteholders and holders of the Class F Instrument (if issued)) as being redeemed owned by more than 100 persons. In the event of any Transfer with respect to a Class E Note, the Trustee shall require, in partaddition to any other applicable requirements set forth in this Agreement, including without limitation, the delivery of the Investment Letter, (A) the purchaser to execute a Tax Certificate substantially in the form attached as Exhibit I hereto in form and substance reasonably acceptable to the Trustee certifying to the transferor and the Trustee as to the matters set forth therein and (B) the transferee to certify, in form and substance reasonably acceptable to the Trustee, that (1) the transferee is acquiring the Class E Note for its own behalf and is not acting as agent or custodian for any other person or entity in connection with such acquisition and (2) the transferee is (x) not a Pass-through Entity or (y) is a Pass-through Entity but after giving effect to such purchase of such Note by such person, substantially all of the value of the assets of the Pass-Through Entity is not attributable to the Pass- Through Entity's ownership interest in Class E Notes.

Registration, Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office Indenture Trustee ----------------------------------- will keep, on behalf of the Trustee a register (the register maintained in such office or any other Owner Trustee, at each office or agency pursuant to be maintained for the purpose as provided in Section 1002 being herein sometimes referred to as the "Note Register") in 3.02 hereof a Register or Registers on which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of transfer of, Equipment Notes as herein providedprovided in this Article. 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 period of time. Upon surrender due presentation for registration of transfer of any Equipment Note at an any such office or agency of the Company designated pursuant to Section 1002 for such purposeagency, the Company Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one in authorized denominations, a new Equipment Note or more new Equipment Notes of any authorized denominationthe same Series, of a like and with the same principal amount, interest rate and amortization schedule, for an equal aggregate principal amount. At ; provided, that such Equipment -------- Note being transferred shall be canceled in accordance with Section 2.08 hereof simultaneously with the option issuance of the Holder, new Equipment Note. Any Equipment Note or Equipment Notes may be exchanged for other an Equipment Note or Equipment Notes of any the same Series but in other authorized denominations, of a like in an equal aggregate principal amount, upon surrender of the . Equipment Notes to be exchanged shall be surrendered at such any office or agency. Whenever any Notes are so surrendered agency to be maintained by the Indenture Trustee for exchange, the Company shall executepurpose as provided in Section 3.02 hereof, and the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, deliver in exchange therefor the Equipment Note or Equipment Notes which the Holder making the exchange is entitle shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Equipment Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer transfer, exchange, prepayment or for exchange payment shall be duly endorsed for transfer (if so required by the Company Owner Trustee or the Indenture Trustee)) be duly endorsed by, or shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Owner Trustee and the Note Registrar Indenture Trustee duly executed by the Holder thereof or such Holder's 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. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company The 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 or exchange of Equipment Notes, other than exchanges pursuant to Section 304 or 905 not involving . No service charge shall be levied for any transfersuch transaction. The Company Indenture Trustee shall not be required to issue exchange or register the a transfer of any Note during Equipment Notes (a) for a period beginning at the opening of business 15 days before immediately preceding the day of the first mailing of a notice of redemption prepayment of such Equipment Notes selected for redemption or (b) with respect to which notice of prepayment has been given pursuant to Section 1105 6.03 hereof and ending at the close of business on the day of such mailing or to register the notice has not been revoked. All Equipment Notes issued upon any transfer of or exchange any of Equipment Notes so selected for redemption shall be valid obligations of the Owner Trustee, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such transfer or exchange. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Participation Agreement applicable to Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in whole or in part, except the unredeemed portion of any Notes being redeemed in partParticipation Agreement.

Registration, Transfer and Exchange. (1) The Company NIP Agent shall at all times while Notes are outstanding cause to be kept at its principal office in the Corporate Trust Office City of the Trustee a register (the register maintained in Toronto or such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations location as it may prescribedesignate from time to time Note Registers in which will be entered the name of each Noteholder or Clearing Agency or its nominees, as the Company case may be, or if issued to or to the order of the bearer, a notation to that effect, and particulars of each of the Notes (including Notes issued under the Book-Entry System). The NIP Agent shall provide also at all times while any Notes in registered form are outstanding cause to be provided by and at its principal office in the City of Toronto or such other location as it may designate from time to time facilities for the registration of Notes exchange and of transfers transfer of Notes. The Trustee is hereby appointed "Note Registrar" NIP Agent may from time to time provide additional facilities at its other offices or, with the approval of the Issuer Trustee, at the offices of third parties for the purpose of registering Notes such registration, exchange and transfers of Notes transfer. Except as herein provided. Upon surrender for registration of provided in Section 2.06(5), no transfer of a Note in registered form nor any Note transmission thereof by death will be valid unless made at one of such offices by the Noteholder or by his or her executors, administrators or other legal representatives, or his or her or their attorney duly appointed by an office or agency instrument in writing, in form and as to execution satisfactory to the NIP Agent and upon compliance with such reasonable requirements as the NIP Agent may prescribe and upon surrender of the Company designated pursuant Note to Section 1002 the NIP Agent for such purposecancellation, the Company shall execute, and the Trustee shall authenticate and deliver, whereupon a new Note in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, of a like an aggregate principal amount, currency and interest rate, if any, and with the same maturity date, will be issued to the transferee in exchange therefor. At The Note Registers will, at all reasonable times, be open for inspection by the option of Issuer Trustee, the HolderIndenture Trustee, the Administrative Agent and any Noteholder. (2) Notes in any authorized denomination may be exchanged for an equal aggregate principal amount of Notes of the same Series and Class and having the same Principal Terms in any other authorized denomination or denominations. In every case of exchange of Notes of any authorized denominationsdenomination for other Notes and of any transfer of Notes in registered form, the NIP Agent may make a sufficient charge to reimburse it for any stamp taxes or governmental charge for its services and a reasonable sum per Note issued upon such exchange or transfer. Payment of such taxes and charges will be made by the party requesting the exchange or transfer as a condition precedent thereto. (3) In every case of exchange or transfer of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangeNote, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of surrendered Notes shall be valid obligations cancelled. (4) Notes in bearer form may be exchanged for Notes in registered form and vice versa (at the discretion of the CompanyNIP Agent), evidencing any such exchange to be for Notes of the same debt Series and entitled to Class and having the same benefits under this Indenture as the Principal Terms and an equivalent principal amount. (5) Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange in bearer form shall be duly endorsed for transfer transferable by delivery. (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. 6) The Company NIP Agent shall not be required to issue make transfers or register the transfer exchanges of any Note during a Notes for the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at on the close of business on the day of which is 15 days prior to a Related Distribution Date (or the next succeeding Business Day if such mailing or day is not a Business Day) through to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partand including such Related Distribution Date.

Registration, Transfer and Exchange. The Company shall cause Notes are issuable only in registered form. The Issuer will keep at the office or agency to be kept at maintained for the Corporate Trust Office of purpose as provided in Section 3.02 (the Trustee "Registrar"), a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company shall provide for the registration of transfer of, Notes and of transfers of Notesas in this Article provided. The name and address of the registered holder of each Note and the amount of each Note will be recorded in the Register. 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. Such Register shall be open for inspection by the Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein providedat all reasonable times. Upon surrender due presentation for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeNote, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Note or more new Notes of any in authorized denomination, of denominations for a like aggregate principal amount. A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Issuer, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agencyto the Registrar. Whenever any When Notes are so surrendered presented to the Registrar with a request to register the transfer or to exchange them for exchangean equal principal amount of Notes of other authorized denominations, the Company Registrar shall executeregister the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliver, Notes at the Notes which the Holder making the exchange is entitle to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchangeRegistrar's request. Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company Issuer or the Trustee)Registrar) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed executed, by the Holder thereof or such Holder's his attorney duly authorized in writingwriting in a form satisfactory to the Issuer and the Registrar. No service charge shall be made for any registration of transfer The Issuer or exchange of Notes, but the Company 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 Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to any Holder shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Notes for a period of 15 days next preceding the first mailing of notice of redemption of Notes to be redeemed or (b) any Notes called or being called for redemption. All Notes issued upon any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company Notes shall not be required to issue or register the transfer of any Note during a period beginning at the opening of business 15 days before the day valid obligations of the mailing of a notice of redemption of Issuer, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of surrendered upon such mailing transfer or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partexchange.

Registration, Transfer and Exchange. (a) The Company shall Issuing Entity will keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "“Note Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall Issuing Entity will provide for the registration of Registered Notes, or of Registered Notes of a particular Class, and of for transfers of Registered Notes, or of Registered Notes of such Class. The Any such register will be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers will be available for inspection by the Indenture Trustee is hereby appointed "Note Registrar" for at the purpose of registering Notes and transfers of Notes office or agency to be maintained by the Issuing Entity as herein provided. Upon provided in Section 11.02. (b) Subject to Section 2.04, upon surrender for registration of transfer of any Registered Note of any Class at an the office or agency of the Company designated pursuant to Issuing Entity in a Place of Payment, if the requirements of Section 1002 for such purpose8-401(a) of the UCC are met, the Company shall Issuing Entity will execute, and and, upon receipt of such surrendered note, the Indenture Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Notes of any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes such Class of any authorized denominations, of a like aggregate principal amountStated Principal Amount, Expected Principal Distribution Date and Legal Final Maturity Date and of like terms. (c) Subject to Section 2.04, at the option of the Holder, Notes of any Class may be exchanged for other Notes of such Class of any authorized denominations, of a like aggregate Stated Principal Amount, Expected Principal Distribution Date and Legal Final Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall Issuing Entity will execute, and the Indenture Trustee shall will authenticate and deliver, deliver the Notes which the Holder Noteholders making the exchange is entitle are entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid and legally binding obligations of the CompanyIssuing Entity, evidencing the same debt debt, and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer will (if so required by the Company Issuing Entity or the Indenture Trustee)) be duly endorsed, or shall be accompanied by a written instrument of transfer in form satisfactory to the Company Issuing Entity and the Note Registrar duly executed executed, by the Holder thereof or such Holder's his attorney duly authorized in writing. No . (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge shall will be made on any Noteholder for any registration of transfer or exchange of Notes, but the Company Issuing Entity may (unless otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 3.04 or 905 10.06 not involving any transfer. (g) None of the Issuing Entity, the Indenture Trustee, any agent of the Indenture Trustee, any Paying Agent or the Note Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (h) The Issuing Entity initially appoints the Indenture Trustee to act as Note Registrar for the Registered Notes on its behalf. The Company shall not be required Issuing Entity may at any time and from time to issue or register time authorize any Person to act as Note Registrar in place of the Indenture Trustee with respect to any Class of Notes issued under this Indenture. (i) Registration of transfer of any Note during Notes containing the following legend or to which the following legend is applicable: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. will be effected only if such transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements under the Securities Act. In the event that registration of a period beginning transfer is to be made in reliance upon an exemption from the registration requirements under the Securities Act other than Rule 144A under the Securities Act or Rule 903 or Rule 904 of Regulation S under the Securities Act, the transferor or the transferee will deliver, at its expense, to the opening of business 15 days before Issuing Entity and the day Indenture Trustee, an investment letter from the transferee, substantially in the form of the mailing investment letter attached hereto as Exhibit A or such other form as the Issuing Entity may determine, and no registration of transfer will be made until such letter is so delivered. Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing the legend referred to above will also bear such legend unless the Issuing Entity, the Trustee and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed. Whenever a notice Note containing the legend referred to above is presented to the Note Registrar for registration of redemption transfer, the Note Registrar will promptly seek instructions from the Issuing Entity regarding such transfer and will be entitled to receive an Issuing Entity Certificate prior to registering any such transfer. The Issuing Entity hereby agrees to indemnify the Note Registrar and the Indenture Trustee and to hold each of Notes selected for redemption them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause. By accepting a Note, each purchaser and transferee shall be deemed to represent and warrant that either (a) it is not acquiring the Note with assets of (i) an “employee benefit plan” as defined in Section 1105 3(3) of ERISA that is subject to the provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include “plan assets” by reason of investment by an employee benefit plan or plan in such entity or (iv) any other plan that is subject to any law that is substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and ending at holding of the close Note will not give rise to a non-exempt prohibited transaction under Section 406 of business on ERISA or Section 4975 of the day of such mailing Code or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion a violation of any Notes being redeemed in partsubstantially similar applicable law.

Registration, Transfer and Exchange. The Company shall cause Notes are issuable only in registered form. The Issuer will keep at the office or agency to be kept at maintained for the Corporate Trust Office of purpose as provided in Section 4.02 (the Trustee “Registrar”), a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note “Register"”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company transfers of, Notes as provided in this Article 2. The Issuer will enter into an appropriate agency agreement with any Registrar not a party to this Indenture, which shall provide for incorporate the registration terms of Notes the Trust Indenture Act as applicable. The agreement shall implement the provisions of this Indenture that relate to such Registrar. The Issuer shall notify the Trustee of the name and address of transfers of Notesany such Registrar. If the Issuer fails to maintain a Registrar, the Trustee shall act as such and shall be entitled to appropriate compensation and indemnification therefor pursuant to Section 7.06. The Trustee is hereby appointed "as the initial Registrar. The name and address of the registered holder of each Note and the amount of each Note will be recorded in the Register. 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. Such Register shall be open for inspection by or on behalf of the Trustee during normal business hours upon prior written request. The Registrar shall provide a copy of the updated Register every quarter to the Issuer. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Registrar" , or to the extent otherwise required under the Trust Indenture Act, the Issuer or a Note Guarantor shall furnish to the Trustee, in writing no later than the Interest Record Date for each Interest Payment Date and at such other times as the purpose Trustee may request in writing within 30 days after the receipt of registering Notes such request, a list in such form and transfers as of such Interest Record Date as the Trustee may reasonably require of the names and addresses of Holders, including the aggregate principal amount of Notes as herein held by each Holder, provided, however, that the Issuer or a Note Guarantor shall not be obligated to furnish or cause to furnish any such list on Interest Record Dates at any time that the list will not differ in any respect from the most recent list furnished to the Trustee by the Issuer or a Note Guarantor. Upon surrender due presentation for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purposeNote, the Company Issuer shall execute, execute and the Trustee shall shall, if the applicable requirements of this Indenture are met, subject to Sections 2.08(e) and (f), authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Note or more new Notes of any in authorized denomination, of denominations for a like aggregate principal amount. A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Issuer, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the absolute owner thereof for all purposes whether or not the Note shall be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary, Euroclear and Clearstream and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. At the option of the such Holder, Notes may be exchanged for other Notes of any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agencyto the Registrar. Whenever any When Notes are so surrendered presented to the Registrar with a request to register the transfer or to exchange them for exchangean equal principal amount of Notes of other authorized denominations, the Company Registrar shall executeregister the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate and deliverNotes at the Registrar’s request. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Registrar) be duly endorsed, the Notes which or be accompanied by a written instrument of transfer duly executed, by the Holder making thereof or his attorney duly authorized in writing in a form satisfactory to the Issuer and the Registrar. The Issuer may require payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any exchange is entitle or registration of transfer of Notes (other than any such transfer taxes or other similar governmental charge payable upon exchanges). No service or other additional charge to receiveany Holder shall be made for any such transaction. Neither the Issuer nor the Registrar shall be required to exchange or register a transfer of (1) any Notes for a period of 15 days immediately preceding the first mailing of notice of redemption of Notes to be redeemed or (2) any Notes called or being called for redemption or tendered for repurchase (and not withdrawn) in connection with an Offer to Purchase, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the CompanyIssuer, evidencing the same debt and entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered Claims against the Issuer for registration the payment of transfer or for exchange shall be duly endorsed for transfer (principal of, premium, if so required by the Company or the Trustee)any, or shall be accompanied by a written instrument of transfer interest on the Notes will become void unless presentation for payment is made as required in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transfer. The Company shall not be required to issue or register the transfer of any Note during this Indenture within a period beginning at of six years from the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption pursuant to Section 1105 and ending at the close of business on the day of date such mailing principal, premium or to register the transfer of or exchange any Notes so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in partinterest became due.

Registration, Transfer and Exchange. The Company As provided in Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the Corporate Trust Office designated office of the Trustee a register (the register maintained in such office or any other office or agency pursuant to Section 1002 being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration requisition of transfer of any Note Bond at an the designated office or agency of the Company designated pursuant to Registrar, and upon compliance with the conditions for the transfer of Bonds set forth in this Section 1002 for such purpose2.08, the Company Issuer shall execute, execute and the Trustee (or Registrar as described in Section 2.03 and Section 2.04 hereof) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination, Bonds of a like aggregate principal amountamount and of the same Series and maturity. At the option of the HolderBondholder, Notes Bonds may be exchanged for other Notes of any authorized denominations, Bonds of a like aggregate principal amountamount and of the same Series and maturity, upon surrender of the Notes Bonds to be exchanged at any such office or agency. Whenever any Notes Bonds are so surrendered for exchange, the Company Issuer shall execute, execute and the Trustee (or Registrar as described in Section 2.03 and Section 2.04 hereof) shall authenticate and deliver, deliver the Notes Bonds which the Holder Bondholder making the exchange is entitle entitled to receive. All Notes Bonds issued upon any registration of transfer or exchange of Notes Bonds shall be valid obligations of the CompanyIssuer, evidencing the same debt and entitled to the same benefits under this Master Indenture and applicable Supplemental Indenture as the Notes Bonds of such Series surrendered upon such registration of transfer or exchange. Every Note Bond presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and Trustee, Paying Agent or the Note Registrar Registrar, duly executed by the Holder thereof Bondholder or such Holder's his attorney duly authorized in writing. No service charge Transfers and exchanges shall be made for any registration of transfer without charge to the Bondholder, except that the Issuer or exchange of Notes, but the Company Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304 or 905 not involving any transferBonds. The Company Neither the Issuer nor the Registrar on behalf of the Issuer shall not be required (i) to issue issue, transfer or register the transfer of exchange any Note Bond during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of Notes Bonds selected for redemption pursuant to Section 1105 and ending at the close of business on the day of such mailing mailing, or (ii) to register the transfer of or exchange any Notes Bond so selected for redemption in whole or in part, except the unredeemed portion of any Notes being redeemed in part.