Common use of Registration, Transfer and Exchange Clause in Contracts

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. (1) The Company shall Issuer will keep at each office or cause agency to be kept maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall it will provide for the registration of Securities, or of Registered Securities of a particular series, such series and the registration of transfers transfer of Securities or of Registered Securities of such series. Any such Such register shall be in written form or in any other form capable of being converted into written form within a reasonable timethe English language. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee Trustee. (2) Upon due presentation for registration of transfer of any Registered Security of any series at the any such office or agency to be maintained by for the Company purpose as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment3.2, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Registered Security or Registered Securities of the same series, one maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. Unregistered Securities (except for any temporary Unregistered Securities in global form) and Coupons (except for Coupons attached to any temporary Unregistered Securities in global form) shall be transferable by delivery. (3) (a) At the option of the Holder thereof, Registered Securities of any series (other than a Registered Security in global form, except as set forth below) may be exchanged for a Registered Security or more new Registered Securities of such series of any having authorized denominations, of a like denominations and an equal aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such office or agencypurpose in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Registered Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company (a) After the Separation Time, the Corporation shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security "Rights Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall Corporation will provide for the registration and transfer of Securities, or Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of Securities of a particular series, maintaining the Rights Register for the Corporation and of registering Rights and transfers of Securities or of Securities of Rights as herein provided and the Rights Agent hereby accepts such seriesappointment. Any such register In the event that the Rights Agent shall cease to be in written form or in any other form capable of being converted into written form within a reasonable time. At the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times times. (b) After the information contained in such register or registers shall be available for inspection by Separation Time and prior to the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04Expiration Time, upon surrender for registration of transfer or exchange of any Security Rights Certificate, and subject to the provisions of any series at the office or agency of the Company maintained for such purpose in a Place of PaymentSubsections 2.6(d) and 3.1(b) below, the Company shall Corporation will execute, and the Trustee shall authenticate Rights Agent will countersign, deliver and deliverregister, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Securities Rights Certificates evidencing the same aggregate number of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at Rights as did the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are Rights Certificates so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. surrendered. (c) All Securities Rights issued upon any registration of transfer or exchange of Securities Rights Certificates shall be the valid obligations of the Company, evidencing the same debtCorporation, and such Rights shall be entitled to the same benefits under this Indenture, Agreement as the Securities Rights surrendered upon such registration of transfer or exchange. . (d) Every Security presented or Rights Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and Corporation or the Trustee Rights Agent, as the case may be, duly executed, executed by the Holder holder thereof or his such holder's attorney duly authorized in writing. Unless otherwise provided in As a condition to the Security to be registered for transfer or exchangedissuance of any new Rights Certificate under this Section 2.6, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company Corporation may (unless otherwise provided in such Security) require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with relation thereto and any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required expenses (i) to issue, register including the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day fees and expenses of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (iiRights Agent) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsconnection therewith.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or 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 or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The 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 Trustee is hereby appointed “Registrar” for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions. Subject to Section 2.04, at Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency 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 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. Unless otherwise specified pursuant to Section 3.1 with respect to the Securities of any series, a Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Depositary for the Global Securities of such series notifies the Company that it is unwilling or unable to continue as Depositary for the global Securities of such series or such Depositary ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, or any successor thereto if so required by applicable law or regulation and, in either case, a successor Depositary for such Securities shall not have been appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, as the case may be, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities 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, 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 and terms, shall authenticate and deliver, without charge, Securities of such series of like tenor and terms 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 and terms in global form in exchange for such Security or Securities in global form. Upon any such exchange, owners of beneficial interests in such Securities in global form will be entitled to physical delivery of individual Securities in certificated form of like tenor and terms equal in principal amount to such beneficial interests, and to have such Securities in certificated form registered in the names of the beneficial owners. 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 and terms, 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 and terms 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 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 Securities issued upon any registration of transfer or upon any exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Registrar and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or for any exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.043.4, 9.06 8.6, or 11.07 10.7 or upon the Company’s repurchase of any Securities in part at the option of the Holder thereof not involving any transfer. The Company shall not be required (i) to issue, register the transfer of of, or exchange any Security of any series during Securities for a period beginning at the opening of business 15 days before the day of the mailing of a notice of any selection for redemption of Securities of like tenor and of the series of which such series selected for redemption under Section 11.03 Security is a part and ending at the close of business on the 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 Registered Security so selected for redemption redemption, in whole or in part. None , except the unredeemed portion of the Companyany Security being redeemed in part; or (iii) to exchange any Bearer Security so selected for redemption, the Trustee, any agent except that such a Bearer Security may be exchanged for a Registered Security of the Trustee, any Paying Agent or the that series and like tenor; provided that such Registered Security Registrar will have any responsibility or liability shall be simultaneously surrendered for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsredemption.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities1002. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 906 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration transfer or exchange of Securities. 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 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities1002. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 906 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the office of the Security Registrar a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities, or Securities and of registration of transfers and exchanges of Securities of a particular seriesand, and of transfers of Securities or of with respect to Securities of any series the principal of which is payable without presentation or surrender, the amount of the unpaid principal amount of such seriesSecurities. Any such This register and, if there 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 more than one Security Registrar, the information contained in such register or combined registers shall be available for inspection by the Trustee at the office or agency to be maintained by all such Security Registrars, are herein sometimes referred to as the Company as provided in Section 10.02"Security Register". There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the any office or agency of the Company maintained for such purpose in a Place of Paymentpursuant to Section 5.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominationsthe same series, of a like aggregate principal amount and Stated Maturity authorized denominations and of like tenor and termsaggregate principal amount. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominationsthe same series, of a like aggregate principal amount and Stated Maturity authorized denominations and of like tenor and termsaggregate principal amount, upon surrender of the Securities to be exchanged at such any office or agencyagency maintained for such purpose pursuant to Section 5.02. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurity Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar or any transfer agent, duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless Except as may be otherwise provided in the Security Series Supplemental Indenture relating to be registered for transfer or exchangedthe Securities of any series, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company Security Registrar may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, Securities other than exchanges pursuant to Section 3.04Sections 2.07, 9.06 6.06 or 11.07 not involving any transfer. The Company Neither the Company, the Trustee nor the Security Registrar shall not be required (i) to execute and deliver, issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 6.02 or 7.02 and ending at the close of business on the date day of such mailing, mailing or (ii) to issue, register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except the unredeemed portion of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability selected for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsredemption in part.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 either case unless the Company has approved a successor Depositary within 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers and exchanges of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 pursuant to Section 3.04, 9.06 the Depositary for such Global Security or 11.07 not involving any transfer. The Company shall not be required a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to issue, register the transfer of or exchange any continue as Depositary for such Global Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, 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 either case unless the Company has approved a successor Depositary within 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 3.4, 3.6, 9.6 or 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. The provisions of Clause (1) below shall only apply to transfers and exchanges of Definitive Securities: (1) When Definitive Securities are presented by a Holder to the Securities Registrar with a request: (a) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.Definitive Securities; or

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the “Securities or Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Securities: (a) 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. (b) 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 (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) 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 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (iii) the Company in its sole discretion determines that such Global Security will be so, exchangeable or transferable or (iv) 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. (c) Subject to Clause (b) 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. (d) 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (i) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which that the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. (a) The Company shall will keep at each office or cause agency to be kept maintained for the purpose as provided in Section 3.2 a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular seriesit will register, and of transfers of will register the transfer of, Securities or of Securities of such seriesas in this Article provided. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee. Upon due presentation for registration of transfer of any Security at each such office or agency, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities in authorized denominations for a like aggregate principal amount. Any Security or Securities may be exchanged for a Security or Securities in other authorized denominations, in an equal aggregate principal amount. Securities to be exchanged shall be surrendered at the each office or agency to be maintained by the Company for the purpose as provided in Section 10.023.2. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, and the Company shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor the name of the designated transferee Security or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in writing. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. The Trustee shall not be required to exchange or register a transfer of (a) any Securities for a period of 15 days next preceding the first mailing of notice of redemption of Securities to be redeemed or (b) any Securities selected, called or being called for redemption except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall . (if so required by the Company or the Trusteeb) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory Notwithstanding any provision to the Company contrary herein, so long as the Restricted Global Security remains outstanding and the Trustee duly executed, is held by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day behalf of the mailing Depository, transfers of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailingRestricted Global Security, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , shall only be made in accordance with Section 2.4(d) and this Section 2.5 as set forth below. (i) Subject to clauses (ii) through (iv) below, transfers of the Company, the Trustee, any agent Restricted Global Security shall be limited to transfers of the TrusteeRestricted Global Security in whole, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect but not in part, to nominees of the records relating Depository or to a successor of the Depository or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestssuccessor's nominee.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities1002. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, execute and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his its attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 906 not involving any registration of transfer. The Company shall not be required (i) to issue, register the registration of transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption or (iii) to transfer or exchange any Security between any Regular Record Date and the related Interest Payment Date. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which that the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture or the Security and to examine the same to determine substantial compliance as to form with the express requirements hereof, Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by any depositary.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or registers (agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration and transfer of Securities, or . The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securitiesherein provided. Subject to Section 2.043.11, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of PaymentPayment for Securities of that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series like tenor of the same series, of any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.043.10, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series like tenor of the same series, of any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.043.4, 9.06 9.6 or 11.07 11.7 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 either case unless the Company has approved a successor Depositary within 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide or cause to provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. Any such register Security Register shall be in written form or in any other form permitted under applicable laws and 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities1002. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of to be maintained by the Company maintained for such purpose as provided in Section 1002 in a Place of Payment, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, execute and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his its attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 Sections 304 or 11.07 906 not involving any registration of transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption or (iii) to transfer or exchange any Security between any Regular Record Date and the related Interest Payment Date. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide or cause to provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. Any such register Security Register shall be in written form or in any other form permitted under applicable laws and 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities1002. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of to be maintained by the Company maintained for such purpose as provided in Section 1002 in a Place of Payment, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, execute and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his its attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 Sections 304 or 11.07 906 not involving any registration of transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption or (iii) to transfer or exchange any Security between any Regular Record Date and the related Interest Payment Date. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company initially appoints the Trustee to act as Security Registrar and Paying Agent for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar and Paying Agent in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or 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 or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The 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 Trustee is hereby initially appointed "Registrar" for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions. Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery. At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.authenticate

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the “Securities or Register”. The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his or her attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 3.05 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, and a successor Depositary registered as a clearing agency under the Securities Exchange Act of 1934, as amended, is not appointed by the Company within 90 days of such notice, (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 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such 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, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Trustee, duly executed, executed by the Holder thereof or his such Holder’s attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchangedexchange, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. (a) The Company shall Issuer will keep at each office or cause agency to be kept maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall it will provide for the registration of Securities, or of Registered Securities of a particular series, such series and the registration of transfers transfer of Securities or of Registered Securities of such series. Any such Such register shall be in written form or in any other form capable of being converted into written form within a reasonable timethe English language. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee Trustee. (b) Subject to the prior written consent of the Bermuda Monetary Authority, where applicable, upon due presentation for registration of transfer of any Registered Security of any series at the any such office or agency to be maintained by for the Company purpose as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment3.2, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Registered Security or Registered Securities of the same series, one maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. Unregistered Securities (except for any temporary Unregistered Securities in global form) and Coupons (except for Coupons attached to any temporary Unregistered Securities in global form) shall be transferable by delivery. (c) (i) At the option of the Holder thereof, Registered Securities of any series (other than a Registered Security in global form, except as set forth below) may be exchanged for a Registered Security or more new Registered Securities of such series of any having authorized denominations, of a like denominations and an equal aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such office or agencypurpose in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Registered Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or (the "Securities Register"). The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon herein provided. (b) Upon surrender for registration of transfer of any Security of any a series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount and Stated Maturity denominations and of like tenor and terms. Subject to Section 2.04aggregate principal amount, at with, if applicable, a Guarantee endorsed thereon, duly executed by the Guarantor. (c) At the option of the Holder, Securities of any a series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount and Stated Maturity denominations and of like tenor and termsaggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which that the Securityholder Holder making the exchange is entitled to receive. , with, if applicable, a Guarantee endorsed thereon, duly executed by the Guarantor. (d) All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. . (e) Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his such Holder's attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no . (f) No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. . (g) The Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities of any that series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of such series selected for redemption under Section 11.03 11.3 and ending at the close of business on the date day of such mailing, mailing or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except the unredeemed portion of any Security being redeemed in part. (h) Subject to the Companyforegoing provisions of this Section, each Security delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the Trusteerights to interest accrued and unpaid, any agent of the Trusteeand to accrue, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to that were carried by such beneficial ownership interestsother Security.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register Registrar per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, Sections 3.04 or 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent, Conversion Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Securities or Debentures. The Trustee is hereby appointed "Debenture Registrar" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series Debenture at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities Debentures to be exchanged at such office or agency; provided that, any Holder which is a BHCA Person shall be subject to the transfer restrictions set forth in Section 13.1(a) hereof. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities Debentures which the Securityholder Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeDebenture Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Debenture Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of SecuritiesDebentures, but the Company may (unless otherwise provided in such Security) 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 SecuritiesDebentures. Neither the Company nor the Trustee shall be required, other than exchanges pursuant to the provisions of this Section 3.043.5, 9.06 or 11.07 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security of any series 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 Securities of such series selected for redemption under Section 11.03 Debentures pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security Debenture so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Debenture to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities1002. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. 34 27 Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 906 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.of

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration transfer or exchange of Securities. 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 (a), (b), (c) and (d) below shall apply only to Global Securities: (a) Each Global Security authenticated under this Indenture shall be registered in the name of the Depository designated for such Global Security or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (b) 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 Depository for such Global Security or a nominee thereof unless (i) such Depository (A) has notified the Company that it is unwilling or unable to continue as Depository for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act at a time when the Depository is required to be so registered to act as depositary, in each case unless the Company has approved a successor Depository within 90 days of such notification or the Company becoming aware of the Depository ceasing to be so registered, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (iii) the Company in its sole discretion determines that such Global Security will be so exchangeable or transferable or (iv) 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. (c) Subject to clause (b) 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 Depository for such Global Security shall direct. (d) 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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 Depository for such Global Security or a nominee thereof. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 calendar days before the day of the mailing of a notice of redemption of any Securities of such series selected called for redemption under Section 11.03 and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall Issuer will keep at each office or cause agency to be kept maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Issuer may prescribe, the Company shall it will provide for the registration of Securities, or of Registered Securities of a particular series, such series and the registration of transfers transfer of Securities or of Registered Securities of such series. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at the any such office or agency to be maintained by for the Company purpose as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment3.2, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Registered Security or Registered Securities of the same series, one maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or more new Registered Securities of such series of any having authorized denominations, of a like denominations and an equal aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such office or agencypurpose in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee in accordance with its regular procedures, and, upon the written request of any officer of the Issuer, the Trustee shall deliver a certificate of cancellation and disposition thereof to the Issuer. All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Issuer and the Trustee duly executed, by the Holder or his attorney duly authorized in writing. The Issuer 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 or registration of transfer of Securities. No service charge shall be made for any such transaction. Neither the Issuer nor the Registrar shall be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days preceding the first sending of notice of redemption of Securities of such series to be redeemed and ending at the close of business on the day such notice of redemption is sent or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding any other provision of this Section 2.8, except for exchanges in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of any Officers’ Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and (ii) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (i) above. Upon the exchange of a Registered Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Registered Global Security shall be cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form without coupons issued in exchange for a Registered Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Neither the Issuer nor the Trustee shall have any responsibility for any actions taken or not taken by the Depositary. All Securities issued in definitive registered form, as described herein, shall be in “registered form” for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security presented (including any transfers between or surrendered for registration among Depositary participants or beneficial owners of transfer interests in any Registered Global Security) other than to require delivery of such certificates and other documentation or exchange shall (evidence as are expressly required by, and to do so if so and when expressly required by the Company or terms of, this Indenture, and to examine the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in same to determine substantial compliance as to form satisfactory to with the Company and express requirements hereof. Neither the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge nor any Agent shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of actions taken or not taken by the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepository.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close 17 of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers and exchanges of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 pursuant to Section 3.04, 9.06 the Depositary for such Global Security or 11.07 not involving any transfer. The Company shall not be required a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to issue, register the transfer of or exchange any continue as Depositary for such Global Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, 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 either case unless the Company has approved a successor Depositary within 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 3.4, 3.6, 9.6 or 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. The provisions of Clause (1) below shall only apply to transfers and exchanges of Definitive Securities: (1) When Definitive Securities are presented by a Holder to the Securities Registrar with a request: (a) to register the transfer of such Definitive Securities; or (b) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Securities Registrar shall register the transfer or make the exchange any Security so selected as requested if its reasonable requirements for redemption such transaction are met; provided, however, that: -------- ------- (i) such Definitive Securities shall be duly endorsed or accompanied by a written instrument of transfer in whole form reasonably satisfactory to the Company and the Securities Registrar, duly executed by such Xxxxxx or his attorney duly authorized in part. None writing; and (ii) if such Definitive Securities are Transfer Restricted Securities, such Definitive Securities shall also be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Securities are being delivered to the Securities Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse of the CompanySecurity); or (B) if such Transfer Restricted Securities are being transferred (x) to the Company or to a QIB in accordance with Rule 144A under the Securities Act or (y) pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in the Trusteeform set forth on the reverse of the Security); or (C) if such Transfer Restricted Securities are being transferred (w) pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act; or (x) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring the Security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Securities of $100,000 for investment purposes and not with a view to, or for offer or sale in connection with, any agent distribution in violation of the TrusteeSecurities Act; or (y) in reliance on another exemption from the registration requirements of the Securities Act: (i) a certification to that effect from such Holder (in the form set forth on the reverse of the Security), any Paying Agent (ii) if the Company or the Security Registrar will have any responsibility or liability for any aspect Trustee so requests, an Opinion of Counsel reasonably acceptable to the records relating Company and to or payments made on account the Trustee to the effect that such transfer is in compliance with the Securities Act and (iii) in the case of beneficial ownership interests clause (x), a signed letter from the transferee substantially in the form of Exhibit A hereto. The provisions of Clause (1) below shall only apply to transfers and exchanges of a Definitive Security for a beneficial interest in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSecurity.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers and exchanges of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 pursuant to Section 3.04, 9.06 the Depositary for such Global Security or 11.07 not involving any transfer. The Company shall not be required a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to issue, register the transfer of or exchange any continue as Depositary for such Global Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, 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 either case unless the Company has approved a successor Depositary within 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 3.4, 3.6, 9.6 or 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. The provisions of Clause (1) below shall only apply to transfers and exchanges of Definitive Securities: (1) When Definitive Securities are presented by a Holder to the Securities Registrar with a request: (a) to register the transfer of such Definitive Securities; or (b) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Securities Registrar shall register the transfer or make the exchange any Security so selected as requested if its reasonable requirements for redemption such transaction are met; provided, however, that: -------- ------- (i) such Definitive Securities shall be duly endorsed or accompanied by a written instrument of transfer in whole form reasonably satisfactory to the Company and the Securities Registrar, duly executed by such Holder or his attorney duly authorized in part. None writing; and (ii) if such Definitive Securities are Transfer Restricted Securities, such Definitive Securities shall also be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Securities are being delivered to the Securities Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse of the CompanySecurity); or (B) if such Transfer Restricted Securities are being transferred (x) to the Company or to a QIB in accordance with Rule 144A under the Securities Act or (y) pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in the Trusteeform set forth on the reverse of the Security); or (C) if such Transfer Restricted Securities are being transferred (w) pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act; or (x) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring the security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Securities of $100,000 for investment purposes and not with a view to, or for offer or sale in connection with, any agent distribution in violation of the TrusteeSecurities Act; or (y) in reliance on another exemption from the registration requirements of the Securities Act: (i) a certification to that effect from such Holder (in the form set forth on the reverse of the Security), any Paying Agent (ii) if the Company or the Security Registrar will have any responsibility or liability for any aspect Trustee so requests, an Opinion of Counsel reasonably acceptable to the records relating Company and to or payments made on account the Trustee to the effect that such transfer is in compliance with the Securities Act and (iii) in the case of beneficial ownership interests clause (x), a signed letter from the transferee substantially in the form of Exhibit A hereto. The provisions of Clause (1) below shall only apply to transfers and exchanges of a Definitive Security for a beneficial interest in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSecurity.

Registration, Transfer and Exchange. The Company Issuer shall keep or cause to be kept at the Corporate Trust Offices and by the Trustee or such other registrar as the Issuer may appoint, in each case as the agent of the Issuer for this purpose, at such other place or places (if any) in respect of any series of certificated Securities (including a certificated Security in global form) as the Issuer may designate with the approval of the Trustee, a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Trustee or the Person maintaining the Security Register shall provide for the registration of Securities, or of certificated Securities of a particular series, each series and of transfers of Securities or of certificated Securities of such each series. 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 Trustee at the Such office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one the "Security Register per Registrar" for the Securities, if any, of each series of Securities. Subject In the event that the Trustee shall not be the Security Registrar, it shall have the right to Section 2.04, upon examine the Security Register at all reasonable times. Upon surrender for registration of transfer of any certificated Security of any series at any of the Corporate Trust Offices or any office or agency of the Company Issuer maintained for such that purpose in a Place of Paymentpursuant to Section 10.2, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new certificated Securities of such series the same series, of any authorized denominations, of a like aggregate principal amount amount, bearing a number not contemporaneously outstanding and Stated Maturity containing identical terms and of like tenor and termsprovisions. Subject to Section 2.04, at At the option of the Holder, certificated Securities of any series may be exchanged for other certificated Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the certificated Securities to be exchanged at any such office or agency. Whenever any certificated Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the certificated Securities which the Securityholder holder making the exchange is entitled to receive. Ownership of the Book-Entry Securities will be constituted through beneficial interests in the Book-Entry Securities held by the Clearing Agency acting as agent of the Issuer for such purposes in the form of a certificated Security in global form, and will be represented through book-entry accounts of Clearing Agency Participants, acting on behalf of the Beneficial Owners of such Book-Entry Securities. Each purchaser of a Book-Entry Security will receive a customer confirmation of purchase from the Clearing Agency Participant from whom the Book-Entry Security is purchased in accordance with practices and procedures of such Clearing Agency Participant. Book-Entry Securities may be transferred or exchanged only through a Clearing Agency Participant or any other depository identified in a Resolution or a supplemental indenture delivered pursuant to Section 3.1 or in a supplemental indenture. In such case, the Trustee shall deal with the Clearing Agency and Clearing Agency Participants as representatives of the Beneficial Owners of such Securities for purposes of exercising the rights of Holders hereunder, as provided in this Indenture. Requests and directions from, and votes of, such representatives shall not be deemed to be inconsistent if they are made with respect to different Beneficial Owners. Notwithstanding the foregoing, except as otherwise specified herein or in a Security, as contemplated by Section 3.1, any Book-Entry Security in global form shall be exchangeable only if (a) the Clearing Agency is at any time unwilling or unable to continue as Clearing Agency and a successor Clearing Agency is not appointed by the Issuer within 60 days; (b) the Issuer executes and delivers to the Trustee a Issuer Order to the effect that such Book-Entry Security in global form shall be so exchangeable; or (c) an Event of Default has occurred and is continuing with respect to the Securities. If the Beneficial Owners of interests in a Book-Entry Security in global form are entitled to exchange such interests for certificated Securities of like tenor and principal amount of any authorized form and denomination, as contemplated by Section 3.1, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuer shall deliver to the Trustee certificated Securities of that series in registered form in an aggregate principal amount equal to the principal amount of such Book-Entry Security in global form, executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such Book-Entry Securities in global form shall be surrendered from time to time by the Clearing Agency or such other depository as shall be specified in the Issuer Order with respect thereto, and in accordance with instructions given to the Trustee and the Clearing Agency or such depository, as the case may be (which instructions shall be in writing but need not comply with Section 1.2), as shall be specified in the Issuer Order with respect thereto to the Trustee, as the Issuer's agent for such purpose, to be exchanged, in whole or in part, for certificated Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered Book-Entry Security in global form, a like aggregate principal amount of certificated Securities of the same series of authorized denominations and of like tenor as the portion of such Book-Entry Security in global form to be exchanged which shall be in the form of certificated Securities; provided that such certificated Securities shall be registered in such name or names as the Clearing Agency or the applicable Clearing Agency Participant shall instruct the Issuer and the Trustee. Promptly following any such exchange in part, such Book-Entry Security in global form shall be returned by the Trustee to such depository or the Clearing Agency, as the case may be, or such other depository or Clearing Agency referred to above in accordance with the instructions of the Issuer referred to above. If a certificated Security is issued in exchange for any portion of a Book-Entry Security in global form after the close of business at the office or agency where such exchange occurs on (a) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date; or (b) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Interest or Defaulted Interest, as the case may be, Interest will not be payable to the Clearing Agency or depository on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom Interest in respect of such portion of such global Security is payable in accordance with the newly issued certificated Security. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange shall or redemption (if so required by the Company Issuer or the Trustee) Security Registrar for such series of Security presented), shall be duly endorsedendorsed on the reverse side of the Security, or be accompanied by a written instrument of transfer in form satisfactory acceptable to the Company Issuer and the Trustee such Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in Any registration, exchange or transfer of Securities will be effected (a) upon the Trustee, being satisfied with the documents of title; and (b) subject to the provisions of this Indenture and such other reasonable regulations as the Issuer may from time to time agree upon with the Trustee, transfer agent and Security to be registered for transfer or exchanged, no Registrar. No service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, or redemption of Securities, but the Company Issuer and/or the Trustee may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.043.4, 9.06 9.7 or 11.07 11.9 not involving any transfer. The Company Neither the Issuer nor the Trustee shall not be required to (ia) to issue, register the transfer of or exchange any Security Securities of any series during the period beginning on the Regular Record Date for the payment of Maturity Consideration or Interest on a Security and ending on the applicable date fixed for the payment of such Maturity Consideration or Interest or during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such that series selected for redemption under Section 11.03 11.4 and ending at the close of business on the date day of such mailing, mailing or (iib) to register the transfer of of, or exchange exchange, any Security so selected for redemption in whole or in part. None , except, in the case of the Companyany Security to be redeemed in part, the Trustee, portion thereof not to be redeemed. The restrictive legend ("Restricted Securities Legend") set forth on Exhibit A shall appear on the face of all Securities issued under the Indenture. By its acceptance of any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintainingan interest therein bearing a Restricted Securities Legend, supervising each Holder or reviewing beneficial owner of such Security acknowledges the restrictions on transfer or exchange of such Security set forth in such Restricted Securities Legend and agrees that it will transfer or exchange such Security only as provided in such Restricted Securities Legend and that it will deliver, to each person to whom it transfers a Security or an interest therein, notice of any records relating to restrictions on transfer of such beneficial ownership interestsSecurity.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of date a notice of redemption of Securities of such series selected for redemption is given under Section 11.03 and ending at the close of business on the date of such mailingnotice, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company provisions of Clauses (1), (2), (3) and (4) below shall not apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be required (i) to issue, register registered in the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day name of the mailing Depository designated for such Global Security or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailingthis Indenture. (2) Notwithstanding any other provision in this Indenture, or (ii) to register the transfer of or exchange any no Global Security so selected for redemption may be exchanged in whole or in part. None of the Companypart for Securities registered, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depository for maintaining, supervising such Global Security or reviewing any records relating a nominee thereof unless (A) such Depository (i) has notified the Company that it is unwilling or unable to continue as Depository for such beneficial ownership interests.Global Security or

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for the Securities (the registers maintained in such office or registers (in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) in which, subject to such reasonable regulations instructions as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At The Trustee, at its Corporate Trust Office, is hereby initially appointed “Security Registrar” for the purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided and for facilitating exchanges of temporary Global Securities for permanent Global Securities or Definitive Securities, or both, or of permanent Global Securities for Definitive Securities, or both, as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02times. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of at any series at the office or agency of the Company maintained for such purpose 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 Securities of such series Registered Securities, of any authorized denominations, denominations and of a like aggregate principal amount amount, bearing a number not contemporaneously outstanding and Stated Maturity containing identical terms and of like tenor and termsprovisions. Subject to Section 2.04, at At the option of the Holder, Registered Securities of any series may be exchanged for other Securities of such series Registered Securities, of any authorized denominations, denomination or denominations and of a like aggregate principal amount amount, containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. Notwithstanding the foregoing, any permanent Global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent Global Security is entitled to exchange such interest for Securities of like tenor and principal amount of another authorized form and denomination, provided that any applicable notice provided in the permanent Global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee Definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent Global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent Global Security shall be surrendered by the Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, or to the Security Registrar, to be exchanged, in whole or from time to time in part, for Definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations and of like tenor as the portion of such permanent Global Security to be exchanged which shall be in the form of Registered Securities as shall be specified by the beneficial owner thereof. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeSecurity Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar, duly executed, executed by the Holder thereof or his attorney or any transfer agent duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company or the Trustee may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 3.04 or 11.07 8.06 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and for registration of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.021002. There shall be only one Security Register per series of Securities. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Trustee and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 906 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent Agent, the Authenticating Agent, or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register one or more registers (herein each sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular seriesSeries or Tranche, and of for transfers of Securities or of Securities of such seriesSeries or Tranche. Any such register Security 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities1002. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series Series or Tranche at the office or agency of the Company maintained for such purpose 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 Securities of such series the same Series and Tranche of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series Series or Tranche may be exchanged for other Securities of such series the same Series or Tranche of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his its attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 905 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series Series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series Series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption or (iii) to transfer or exchange any Security between any Regular Record Date and the related Interest Payment Date. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the Security Register as being a Holder, with respect to (1) the Securities; (2) the accuracy of any records maintained by the Depositary or any such participant; (3) the payment by the Depositary or any such participant of any amount in respect to the principal of or premium or interest on the Securities; (4) any notice which is permitted or required to be given to Holders of Securities under this Indenture; or (5) any consent given or other action taken by the Depositary as Holder of Securities. The Company initially appoints Citibank, N.A., in Buenos Aires, Argentina, to act as Security Registrar, and the Trustee to act as Co-Security Registrar, for the Securities on its behalf. The Company may at any time and from time to time authorize any other Person in Buenos Aires or The City of New York to act as Security Registrar in place of Citibank, N.A. and Co-Security Registrar in place of Citibank, N.A., respectively, or the Trustee with respect to any Series of Securities issued under this Indenture. Any Security Registrar appointed hereunder shall be afforded the same rights, protections, immunities and indemnities afforded to the Trustee herein. Each Security Registrar shall give prompt notice to the other Security Registrar of any registration, transfer or exchange; provided, however, that no registration, transfer or exchange of a Security shall be effective under this Indenture or the Securities unless and until such registration, transfer or exchange has been recorded in the Securities Register maintained by the Security Registrar in The City of New York and in Buenos Aires; and provided further that in the event of a conflict, inconsistency or discrepancy between the Security Register maintained in The City of New York and the Security Register maintained in Buenos Aires, the Security Register maintained in Buenos Aires shall control. The Trustee and Security Registrar in The City of New York shall have no responsibility for or liability with respect to the Security Register maintained by the Security Registrar in Buenos Aires and shall rely solely upon the Security Register maintained by the Securities Registrar in The City of New York; likewise the Securities Registrar in Buenos Aires shall have no responsibility for or liability with respect to the Securities Registry maintained by the Security Registrar in The City of New York and shall rely solely upon the Security Register maintained by the Securities Registrar in Buenos Aires. The Trustee shall have no duty or obligation to monitor, or any liability or responsibility with respect to, compliance with any laws of Argentina.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Securities or Debentures. The Trustee is hereby appointed "Debenture Registrar" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series Debenture at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities Debentures to be exchanged at such office or agency; provided that, any Holder which is a BHCA Person shall be subject to the transfer restrictions set forth in Section 13.1(a) hereof. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities Debentures which the Securityholder Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeDebenture Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Debenture Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of SecuritiesDebentures, but the Company may (unless otherwise provided in such Security) 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 SecuritiesDebentures. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Debentures: (1) Each Global Debenture authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Debenture or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Debenture shall constitute a single Debenture for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Debenture may be exchanged in whole or in part for Debentures registered, and no transfer of a Global Debenture in whole or in part may be registered, in the name of any Person other than exchanges the Depositary for such Global Debenture 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 Debenture 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 either case unless the Company has approved a successor Depositary within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Debenture or (C) the Company in its sole discretion determines that such Global Debenture shall be so exchangeable or transferable. (3) Subject to clause (2) above, any exchange of a Global Debenture for other Debentures may be made in whole or in part, and all Debentures issued in exchange for a Global Debenture or any portion thereof shall be registered in such names as the Depositary for such Global Debenture shall direct. (4) Every Debenture authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Debenture or any portion thereof, whether pursuant to this Section 3.043.5, 9.06 Section 3.4, 3.6, 9.6 or 11.07 not involving any transfer11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Debenture, unless such Debenture is registered in the name of a Person other than the Depositary for such Global Debenture or a nominee thereof. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section 3.5, (ia) to issue, register the transfer of or exchange any Security of any series 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 Securities of such series selected for redemption under Section 11.03 Debentures pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security Debenture so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Debenture to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep Issuer will keep, either at the office or cause to agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be kept designated and maintained in accordance with the provisions of Section 3.2, a register or registers (herein sometimes referred to as the “Security 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 Securitiestransfer of, or of Securities of a particular series, and of transfers of Securities or of Securities of such seriesseries as in this Article provided. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee at and any Security registrar (as defined below) other than the office or agency to be maintained by the Company as provided in Section 10.02Trustee. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender Upon due presentation for registration of transfer of any Security of any series at the any such office or agency of the Company to be maintained for such the purpose as provided in a Place of PaymentSection 3.2, the Company Issuer 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 Security or more new Securities of such the same series of any in authorized denominations, of denominations for a like aggregate principal amount and Stated Maturity having the same interest rate, maturity and of like tenor repayment and termsredemption provisions. Subject to Section 2.04, at the option of the Holder, Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for other a Security or Securities of such the same series of any in other authorized denominations, of a like in an equal aggregate principal amount and Stated Maturity having the same interest rate, maturity, redemption and repayment provisions. Securities of like tenor and terms, upon surrender of the Securities any series to be exchanged shall be surrendered at such any office or agency. Whenever any Securities are so surrendered agency to be maintained by the Issuer for exchangethe purpose as provided in Section 3.2, and the Company Issuer shall execute, execute and the Trustee shall authenticate and delivermake available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, the Securities maturity and repayment and redemption provisions which the Securityholder making the exchange is shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each person designated by the Issuer pursuant to the provisions of Section 3.2 as a person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No person shall at any time be designated as or act as a Security registrar unless such person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof Securityholder or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company The Issuer may (unless otherwise provided in such Security) 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 Securities, other than exchanges pursuant to Section 3.042.13, 9.06 7.5 or 11.07 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Company Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.10, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.6, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.5 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.5 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, without service charge: (i) to issuethe person specified by such Depositary, register a new Security or Securities of the transfer of or exchange any Security same series, of any series during a period beginning at authorized denominations as requested by such person, in an aggregate principal amount equal to and in exchange for such person's beneficial interest in the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or Global Security; and (ii) to register such Depositary a new Global Security in a denomination equal to the transfer of or exchange any Security so selected for redemption in whole or in part. None difference, if any, between the principal amount of the Company, surrendered Global Security and the Trustee, any agent aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above. Upon the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests exchange of a Global Security for definitive Securities, in authorized denominations, such Global Security shall be canceled by the Trustee or an agent of the Issuer or the Trustee. Definitive Securities issued in exchange for maintaininga Global Security pursuant to this Section 2.10 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, supervising pursuant to instructions from its direct or reviewing any records relating indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall make such Securities available for delivery to or as directed by the persons in whose names such beneficial ownership interestsSecurities are so registered.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register". The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his or her attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 3.05 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 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such 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, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company and the Guarantor shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company and the Guarantor shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or 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 or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The 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 Trustee is hereby initially appointed "Registrar" for the information contained in such register or registers purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Each Global Security authenticated under this Indenture shall be available registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or nominee thereof or to a successor of such Depositary or nominee thereof, and each such Global Security shall constitute a single Security for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02all purposes of this Indenture. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions. Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery. At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount and tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest 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 interest coupon or coupons, or the surrender of such missing interest coupon or interest 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 interest 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 interest coupons shall be payable only upon presentation and surrender of those interest 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 interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest 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 interest coupon, when due in accordance with the provisions of this Indenture. Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Trustee nor the Registrar shall exchange any Bearer Securities for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for 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 prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(22) 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 Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities. 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 Global Security or Securities. 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 Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities. 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 Global Security 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 Global Security; and (ii) to such Depositary a new Global Security of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Global Security for Securities in certificated form, such Global Security 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 Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. 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 Securities issued upon any registration of transfer or upon any exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Registrar and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or for any exchange of Securities, but the Company may (unless otherwise provided in such Security) 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 Securities, other than exchanges pursuant to Section 3.043.4, 9.06 8.6 or 11.07 11.7 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of of, or exchange any Security of any series during Securities for a period beginning at the opening of business 15 days before the day of the mailing of a notice of any selection for redemption of Securities of like tenor and of the series of which such series selected for redemption under Section 11.03 Security is a part and ending at the close of business on the 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 Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any 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. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records The foregoing provisions relating to registration, transfer and exchange may be modified, supplemented or payments made on account superseded with respect to any series of beneficial ownership interests of Securities by a Global Security Board Resolution or for maintaining, supervising in one or reviewing any records relating to such beneficial ownership interestsmore indentures supplemental hereto.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration transfer or exchange of Securities. 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 (a), (b), (c) and (d) below shall apply only to Global Securities: (a) 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. (b) 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 (i) such Depositary [a] has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or [b] 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 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (iii) the Company in its sole discretion determines that such Global Security will be so exchangeable or transferable or (iv) 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. (c) Subject to clause (b) 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. (d) 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (i) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.021002. There shall be only one Security Register per series of Securities. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.the

Registration, Transfer and Exchange. (a) The Company shall Issuer will keep at each office or cause agency to be kept maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Issuer may prescribe, the Company shall it will provide for the registration of Securities, or of Registered Securities of a particular series, such series and the registration of transfers transfer of Securities or of Registered Securities of such series. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at the any such office or agency to be maintained by for the Company purpose as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment3.2, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Registered Security or Registered Securities of the same series, one maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or more new Registered Securities of such series of any having authorized denominations, of a like denominations and an equal aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such office or agencypurpose in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee in accordance with its regular procedures, and, upon the written request of any officer of the Issuer, the Trustee shall deliver evidence of such cancellation to the Issuer. All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Issuer and the Trustee duly executed, by the Holder or his attorney duly authorized in writing. The Issuer 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 or registration of transfer of Securities. No service charge shall be made for any such transaction. Neither the Issuer nor the Registrar shall be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days preceding the first sending of notice of redemption of Securities of such series to be redeemed and ending at the close of business on the day such notice of redemption is sent or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding any other provision of this Section 2.8, except for exchanges in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge, (a) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and (b) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (i) above. Upon the exchange of a Registered Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Registered Global Security shall be cancelled by the Trustee. Securities in definitive registered form without coupons issued in exchange for a Registered Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Neither the Issuer nor the Trustee shall have any responsibility for any actions taken or not taken by the Depositary. All Securities issued in definitive registered form, as described herein, shall be in “registered form” for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security presented (including any transfers between or surrendered for registration among Depositary participants or beneficial owners of transfer interests in any Registered Global Security) other than to require delivery of such certificates and other documentation or exchange shall (evidence as are expressly required by, and to do so if so and when expressly required by the Company or terms of, this Indenture, and to examine the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in same to determine substantial compliance as to form satisfactory to with the Company and express requirements hereof. Neither the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge nor any Agent shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of actions taken or not taken by the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepositary.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or registers (agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities or and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any a series at the office or agency of the Company maintained for such purpose in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity denominations and of like tenor and termsaggregate principal amount. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such series the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity denominations and of like tenor and termsaggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange Holder is entitled to receive. All Securities issued upon any registration of transfer transfer, or exchange of 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 Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or exchange for exchange, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied accompanied, by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The 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 (iA) to issue, register the transfer of or exchange any Security Securities of any that series (or of that series and specified tenor as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date day of such mailing, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. None 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 CompanyDepositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, the Trusteeand each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, any agent of the Trusteeno Global Security may be exchanged in whole or in part for Securities registered, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for maintainingsuch 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, supervising or reviewing any records relating (B) there shall have occurred and be continuing an Event of Default with respect to such beneficial ownership interestsGlobal Security or (C) 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 3.01. (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 3.04, 3.06, 9.06 or 11.07 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.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Debentures. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of or transfer of any Security of any series Debenture at the office or agency of the Company maintained designated for such that purpose 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 Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Securityholder Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company Trustee shall keep or cause to be kept at the Corporate Trust Office a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of registration of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series and exchanges of Securities. Subject This register and, if there shall be more than one Security Registrar, the combined registers maintained by all such Security Registrars, are herein sometimes referred to Section 2.04, upon as the "Security Register". Upon surrender for registration of transfer of any Security of any series at the Corporate Trust Office, or at any office or agency of the Company maintained for such purpose in a Place of Paymentpursuant to Section 9.14(a), the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series and of any authorized denominations, the same Stated Maturity for principal and interest and of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the HolderHolders, Securities of any series may be exchanged for other an equal aggregate principal amount of Securities of such the same series and of the same Stated Maturity for principal and interest and of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such the Corporate Trust Office, or at any office or agencyagency maintained for such purpose pursuant to Section 9.14(a). Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee or any other Authenticating Agent shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on required of any Securityholder for Securityholders participating in any registration of transfer or exchange of SecuritiesSecurities in respect of such transfer or exchange, but the Company Security Registrar may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04Sections 2.07, 9.06 6.06 or 11.07 not involving any transfer. The Company Security Registrar shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 6.02 or 7.02 and ending at the close of business on the date day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part except the unredeemed portion of any Security selected for redemption in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep will keep, or will cause to be kept kept, at each office or agency to be maintained for the purpose as provided in Section 3.2, for each series of Securities, a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall it will provide for the registration of Securities, or of Securities of a particular series, such series and the registration of transfers of Securities or transfer of Securities of such series. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02Trustee. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender Upon due presentation for registration of transfer of any Security of any series at the any such office or agency of the Company to be maintained for such the purpose as provided in a Place of PaymentSection 3.2, 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 Security or more new Securities of such series of any the same series, maturity date, interest rate and original issue date in authorized denominations, of denominations for a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the HolderHolder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for other a Security or Securities of such series of any having authorized denominations, of a like denominations and an equal aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the such Securities 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 charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee, and upon Company Request, the Trustee shall deliver a certificate of disposition thereof to the Company. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder or the Holder's counsel duly authorized in writing. 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 exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (A) any Securities of any series for a period of fifteen (15) days preceding the first mailing of notice of redemption of Securities of such series to be redeemed or (B) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion 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. The Company and the Trustee may treat the Depository (or its nominee) as the sole and exclusive owner of the Securities registered in its name for the purposes of payment of the principal of or interest on the Securities, giving any notice permitted or required to be given to registered owners under this Indenture, registering the transfer of Securities, obtaining any consent or other action to be taken by registered owners and for all other purposes whatsoever; and neither the Company nor the Trustee shall be affected by any notice to the contrary. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depository, any Person claiming a beneficial ownership interest in the Securities under or through the Depository or any such participant, or any other Person which is not shown on the register as being a registered owner, with respect to either: (1) the Securities; or (2) the accuracy of any records maintained by the Depository or any such participant; or (3) the payment by the Depository or any such participant of any amount in respect of the principal of or interest on the Securities; or (4) any notice which is permitted or required to be given to registered owners under this Indenture; or (5) any consent given or other action taken by the Depository as registered owner; or (6) any selection by the Depository of any participant or other Person to receive payment of principal or interest on the Securities. If at any time the Depository for any Securities of a series represented by one or more Global Securities notifies the Company that it is unwilling or unable to continue as Depository for such Securities, or if at any time the Depository for such Securities shall no longer be eligible under this Indenture, the Company shall appoint a successor Depository eligible under this Indenture with respect to such Securities. If a successor Depository eligible under this Indenture for such Securities is not appointed by the Company within ninety (90) days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Company will execute, and the Trustee, upon receipt of a Company Request for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depository for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered 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: (A) to the Person specified by such Depository a new Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (B) to such Depository a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (A) above. Upon the exchange of a Global Security for Securities in definitive registered form in authorized denominations, such Global Security shall be cancelled by the Trustee or an agent of the Company or the Trustee. Securities in definitive registered form issued in exchange for a Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the 35 27 Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 either case unless the Company has approved a successor Depositary within 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 36 28 pursuant to this Section, Section 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company provisions of Clauses (1), (2), (3) and (4) below shall not be required (i) apply only to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.Securities:

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 either case unless the Company has approved a successor Depositary within 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article 11 and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company Bank shall keep or cause the Trustee as registrar and transfer agent for the Securities to be kept keep a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Bank shall provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. 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 If the Bank maintains such Security Register, at all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company Bank as provided in Section 10.02. There shall be only one Security Register per series of Securities10.2. Subject to Section 2.042.4, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose Bank in a Place of Payment, the Company Bank shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.042.4, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company Bank shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyBank, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company Bank or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Bank and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company Bank may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 3.4 or 11.07 9.6 not involving any transfer. The Company Bank shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 12.3 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption or (iii) to transfer or exchange any Security between any Regular Record Date and the related Interest Payment Date. None of the CompanyBank, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Neither the Bank nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the Security Register as being a Holder, with respect to (i) the Securities; (ii) the accuracy of any records maintained by the Depositary or any such participant; (iii) the payment by the Depositary or any such participant of any amount in respect to the principal of or premium or interest on the Securities; (iv) any notice which is permitted or required to be given to Securityholders under this Indenture; or (v) any consent given or other action taken by the Depositary as Holder of Securities. The Bank initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Bank may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.021002. There shall be only one Security Register per series of Securities. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 906 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep Issuer will keep, either at the office or cause to agency designated and maintained by the Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 3.2, or at any of such other offices or agencies as may be kept designated and maintained in accordance with the provisions of Section 3.2, a register or registers (herein sometimes referred to as the “Security 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 Securitiestransfer of, or of Securities of a particular series, and of transfers of Securities or of Securities of such seriesseries as in this Article provided. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee at and any Security registrar (as defined below) other than the office or agency to be maintained by the Company as provided in Section 10.02Trustee. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender Upon due presentation for registration of transfer of any Security of any series at the any such office or agency of the Company to be maintained for such the purpose as provided in a Place of PaymentSection 3.2, the Company Issuer 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 Security or more new Securities of such the same series of any in authorized denominations, of denominations for a like aggregate principal amount and Stated Maturity having the same interest rate, maturity and of like tenor repayment and termsredemption provisions. Subject to Section 2.04, at the option of the Holder, Any Security or Securities of any series (other than a Global Security, except as set forth below) may be exchanged for other a Security or Securities of such the same series of any in other authorized denominations, of a like in an equal aggregate principal amount and Stated Maturity having the same interest rate, maturity, redemption and repayment provisions. Securities of like tenor and terms, upon surrender of the Securities any series to be exchanged shall be surrendered at such any office or agency. Whenever any Securities are so surrendered agency to be maintained by the Issuer for exchangethe purpose as provided in Section 3.2, and the Company Issuer shall execute, execute and the Trustee shall authenticate and delivermake available for delivery in exchange therefor the Security or Securities of the same series and having the same interest rate, the Securities maturity and repayment and redemption provisions which the Securityholder making the exchange is shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding. Each Person designated by the Issuer pursuant to the provisions of Section 3.2 as a Person authorized to register and register transfer of the Security is sometimes herein referred to as a "Security registrar". The Issuer will at all times designate one Person (who may be the Issuer and who need not be a Security registrar) to act as repository of a master list of names and addresses of the Holders of the Securities (the "Register"). The Trustee shall act as such repository unless and until some other Person is, by written notice from the Issuer to the Trustee and each Security registrar, designated by the Issuer to act as such. The Issuer shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain the Register on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof Securityholder or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company The Issuer may (unless otherwise provided in such Security) 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 Securities, other than exchanges pursuant to Section 3.042.15, 9.06 7.5 or 11.07 10.3 not involving any registration of transfer. No service charge shall be made for any such transaction. The Company Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, or (b) any Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or repaid. Notwithstanding any other provision of this Section 2.12, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depository to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.7, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.6 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. The Issuer may at any time, and in its sole discretion, determine that Securities issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and make available for delivery definitive Securities of the same series, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.6 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for definitive Securities of the same series on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute and the Trustee shall authenticate and make available for delivery, without service charge: (i) to issuethe Person specified by such Depositary, register a new Security or Securities of the transfer of or exchange any Security same series, of any series during a period beginning at authorized denominations as requested by such person, in an aggregate principal amount equal to and in exchange for such person's beneficial interest in the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or Global Security; and (ii) to register such Depositary a new Global Security in a denomination equal to the transfer of or exchange any Security so selected for redemption in whole or in part. None difference, if any, between the principal amount of the Company, surrendered Global Security and the Trustee, any agent aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above. Upon the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests exchange of a Global Security for definitive Securities, in authorized denominations, such Global Security shall be cancelled by the Trustee or an agent of the Issuer or the Trustee. Definitive Securities issued in exchange for maintaininga Global Security pursuant to this Section 2.12 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, supervising pursuant to instructions from its direct or reviewing any records relating indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall make such Securities available for delivery to or as directed by the Persons in whose names such beneficial ownership interestsSecurities are so registered.

Registration, Transfer and Exchange. The Company shall keep or 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 or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The 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 Trustee is hereby initially appointed "Registrar" for the information contained in such register or registers purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Each Global Security authenticated under this Indenture shall be available registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or nominee thereof or to a successor of such Depositary or nominee thereof, and each such Global Security shall constitute a single Security for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02all purposes of this Indenture. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities with Senior Guarantees endorsed thereon of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions. Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery. At the option of the Holder, Registered Securities of such any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Registered Securities with Senior Guarantees endorsed thereon which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount and tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest 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 interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company, the Guarantors 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 interest 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 interest coupons shall be payable only upon presentation and surrender of those interest 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 interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest 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 interest coupon, when due in accordance with the provisions of this Indenture. Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Guarantors, the Trustee nor the Registrar shall exchange any Bearer Securities for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for 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 prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Senior Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Senior Guarantees endorsed thereon 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 Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities in global form. The Company may at any time in its sole discretion determine that Global Securities shall no longer be represented by such a Global Security or Securities. In such event the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Senior Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Senior Guarantees endorsed thereon 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 Global Security or Securities of such series of like tenor 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 Global Security 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, the Guarantors and such Depositary. Thereupon, the Company and the Guarantors 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 with Senior Guarantees endorsed thereon 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 Global Security; and (ii) to such Depositary a new Global Security with Senior Guarantees endorsed thereon of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Global Security with Senior Guarantees endorsed thereon for Securities with Senior Guarantees endorsed thereon in certificated form, such Global Security with Senior Guarantees endorsed thereon 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 with Senior Guarantees endorsed thereon in certificated form issued in exchange for a Global Security with Senior Guarantees endorsed thereon pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security with Senior Guarantees endorsed thereon, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall -40- 50 deliver such Securities with Senior Guarantees endorsed thereon to the Persons in whose names such Securities with Senior Guarantees endorsed thereon are so registered. Whenever any Securities are surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Securities with Senior Guarantees endorsed thereon which the Securityholder Holder making the exchange is entitled to receive. All Securities with Senior Guarantees endorsed thereon issued upon any registration of transfer or upon any exchange of Securities with Senior Guarantees endorsed thereon shall be the valid obligations of the CompanyCompany and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities with Senior Guarantees endorsed thereon surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Guarantors, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Guarantors, the Registrar and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or for any exchange of Securities, but the Company may (unless otherwise provided in such Security) 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 Securities, other than exchanges pursuant to Section 3.043.4, 9.06 8.6 or 11.07 11.7 not involving any transfer. The Company and the Guarantors shall not be required (i) to issue, register the transfer of of, or exchange any Security of any series during Securities with Senior Guarantees endorsed thereon for a period beginning at the opening of business 15 days before the day of the mailing of a notice of any selection for redemption of Securities of like tenor and of the series of which such series selected for redemption under Section 11.03 Security is a part and ending at the close of business on the 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 Registered Security with Senior Guarantees endorsed thereon so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part; or (iii) to exchange any Bearer Security with Senior Guarantees endorsed thereon 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. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records The foregoing provisions relating to registration, transfer and exchange may be modified, supplemented or payments made on account superseded with respect to any series of beneficial ownership interests of Securities by a Global Security Board Resolution or for maintaining, supervising in one or reviewing any records relating to such beneficial ownership interestsmore indentures supplemental hereto.

Registration, Transfer and Exchange. The Company shall Issuer will keep at each office or cause agency to be kept a register or registers (herein sometimes referred to maintained for the purpose as provided in Section 3.03 the “Security Register”) Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular seriesRegistrar will register, and of transfers of will register the transfer of, Securities or of Securities of such seriesas in this Article provided. Any such register Such Register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers Register shall be available open for inspection by the Trustee. Upon due presentation for registration of transfer of any Security at each such office or agency, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities in authorized denominations for a like aggregate principal amount. Any Security or Securities may be exchanged for a Security or Securities in other authorized denominations, in an equal aggregate principal amount. Securities to be exchanged shall be surrendered at the each office or agency to be maintained by the Company Issuer for the purpose as provided in Section 10.02. There 3.03, and the Issuer shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, the Company shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor the name of the designated transferee Security or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities presented for registration of transfer, exchange or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. All Securities issued upon any registration of transfer or exchange of the Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the legal and valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchangedexchange, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 11.08 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register". The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such 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, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article Eleven and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchangedexchange, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company Registrar shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide or cause to provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. Any such register Security Register shall be in written form or in any other form permitted under applicable laws and 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities1002. Subject to Section 2.04204, upon surrender for registration of transfer of any Security of any series at the office or agency of to be maintained by the Company maintained for such purpose as provided in Section 1002 in a Place of Payment, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, execute and the Trustee Trustee, upon written direction from the Company, shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his its attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 Sections 304 or 11.07 906 not involving any registration of transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption or (iii) to transfer or exchange any Security between any Regular Record Date and the related Interest Payment Date. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company initially appoints the Trustee to act as Security Registrar and Paying Agent for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar and Paying Agent in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers and exchanges of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 pursuant to Section 3.04, 9.06 the Depositary for such Global Security or 11.07 not involving any transfer. The Company shall not be required a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to issue, register the transfer of or exchange any continue as Depositary for such Global Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, 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 either case unless the Company has approved a successor Depositary within 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 3.4, 3.6, 9.6 or 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. The provisions of Clause (1) below shall only apply to transfers and exchanges of Definitive Securities: (1) When Definitive Securities are presented by a Holder to the Securities Registrar with a request: (a) to register the transfer of such Definitive Securities; or (b) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Securities Registrar shall register the transfer or make the exchange any Security so selected as requested if its reasonable requirements for redemption such transaction are met; provided, however, that: (i) such Definitive Securities shall be duly endorsed or accompanied by a written instrument of transfer in whole form reasonably satisfactory to the Company and the Securities Registrar, duly executed by such Holder or his attorney duly authorized in part. None writing; and (ii) if such Definitive Securities are Transfer Restricted Securities, such Definitive Securities shall also be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Securities are being delivered to the Securities Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse of the CompanySecurity); or (B) if such Transfer Restricted Securities are being transferred (x) to the Company or to a QIB in accordance with Rule 144A under the Securities Act or (y) pursuant to an effective registration statement under the Securities Act, a certification from such Holder to that effect (in the Trusteeform set forth on the reverse of the Security); or (C) if such Transfer Restricted Securities are being transferred (w) pursuant to an exemption from registration in accordance with Rule 144 or Regulation S under the Securities Act; or (x) to an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is acquiring the Security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the Securities of $100,000 for investment purposes and not with a view to, or for offer or sale in connection with, any agent distribution in violation of the TrusteeSecurities Act; or (y) in reliance on another exemption from the registration requirements of the Securities Act: (i) a certification to that effect from such Holder (in the form set forth on the reverse of the Security), any Paying Agent (ii) if the Company or the Security Registrar will have any responsibility or liability for any aspect Trustee so requests, an Opinion of Counsel reasonably acceptable to the records relating Company and to or payments made on account the Trustee to the effect that such transfer is in compliance with the Securities Act and (iii) in the case of beneficial ownership interests clause (x), a signed letter from the transferee substantially in the form of Exhibit A hereto. The provisions of Clause (1) below shall only apply to transfers and exchanges of a Definitive Security for a beneficial interest in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSecurity.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Securities: (a) 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. (b) 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 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. (c) Subject to Clause (6) 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. (d) 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or registers (agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities or and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any a series at the office or agency of the Company maintained for such purpose in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity denominations and of like tenor and termsaggregate principal amount. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such series the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity denominations and of like tenor and termsaggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange Holder is entitled to receive. All Securities issued upon any registration of transfer transfer, or exchange of 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 Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or exchange for exchange, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied accompanied, by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The 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 (iA) to issue, register the transfer of or exchange any Security Securities of any that series (or of that series and specified tenor as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date day of such mailing, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. None 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 CompanyDepositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, the Trusteeand each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, any agent of the Trusteeno Global Security may be exchanged in whole or in part for Securities registered, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for maintainingsuch 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, supervising or reviewing any records relating (B) there shall have occurred and be continuing an Event of Default with respect to such beneficial ownership interestsGlobal Security or (C) 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 3.01. (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 3.04, 3.06, 9.06 or 11.07 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.

Registration, Transfer and Exchange. The Company shall keep or 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 or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The 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 Trustee is hereby initially appointed "Registrar" for the information contained in such register or registers purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Each Global Security authenticated under this Indenture shall be available registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or nominee thereof or to a successor of such Depositary or nominee thereof, and each such Global Security shall constitute a single Security for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02all purposes of this Indenture. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities with Senior Guarantees endorsed thereon of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions. Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery. At the option of the Holder, Registered Securities of such any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Registered Securities with Senior Guarantees endorsed thereon which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount and tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest 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 interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company, the Guarantors 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 interest 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 interest coupons shall be payable only upon presentation and surrender of those interest 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 interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest 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 interest coupon, when due in accordance with the provisions of this Indenture. Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Guarantors, the Trustee nor the Registrar shall exchange any Bearer Securities for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for 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 prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Senior Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Senior Guarantees endorsed thereon 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 Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities in global form. The Company may at any time in its sole discretion determine that Global Securities shall no longer be represented by such a Global Security or Securities. In such event the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Senior Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Senior Guarantees endorsed thereon 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 Global Security or Securities of such series of like tenor 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 Global Security 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, the Guarantors and such Depositary. Thereupon, the Company and the Guarantors 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 with Senior Guarantees endorsed thereon 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 Global Security; and (ii) to such Depositary a new Global Security with Senior Guarantees endorsed thereon of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Global Security with Senior Guarantees endorsed thereon for Securities with Senior Guarantees endorsed thereon in certificated form, such Global Security with Senior Guarantees endorsed thereon 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 with Senior Guarantees endorsed thereon in certificated form issued in exchange for a Global Security with Senior Guarantees endorsed thereon pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security with Senior Guarantees endorsed thereon, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities with Senior Guarantees endorsed thereon to the Persons in whose names such Securities with Senior Guarantees endorsed thereon are so registered. Whenever any Securities are surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Securities with Senior Guarantees endorsed thereon which the Securityholder Holder making the exchange is entitled to receive. All Securities with Senior Guarantees endorsed thereon issued upon any registration of transfer or upon any exchange of Securities with Senior Guarantees endorsed thereon shall be the valid obligations of the CompanyCompany and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities with Senior Guarantees endorsed thereon surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Guarantors, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Guarantors, the Registrar and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or for any exchange of Securities, but the Company may (unless otherwise provided in such Security) 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 Securities, other than exchanges pursuant to Section 3.043.4, 9.06 8.6 or 11.07 11.7 not involving any transfer. The Company and the Guarantors shall not be required (i) to issue, register the transfer of of, or exchange any Security of any series during Securities with Senior Guarantees endorsed thereon for a period beginning at the opening of business 15 days before the day of the mailing of a notice of any selection for redemption of Securities of like tenor and of the series of which such series selected for redemption under Section 11.03 Security is a part and ending at the close of business on the 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 Registered Security with Senior Guarantees endorsed thereon so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part; or (iii) to exchange any Bearer Security with Senior Guarantees endorsed thereon 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. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records The foregoing provisions relating to registration, transfer and exchange may be modified, supplemented or payments made on account superseded with respect to any series of beneficial ownership interests of Securities by a Global Security Board Resolution or for maintaining, supervising in one or reviewing any records relating to such beneficial ownership interestsmore indentures supplemental hereto.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchangedexchange, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. 962368.1 The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration transfer or exchange of Securities. 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 (a), (b), (c) and (d) below shall apply only to Global Securities: (a) 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. (b) 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 (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) 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 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (iii) the Company in its sole discretion determines that such Global Security will be so exchangeable or transferable or (iv) 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. (c) Subject to clause (b) 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. (d) 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 calendar days before the day of the mailing of a notice of redemption of any Securities of such series selected called for redemption under Section 11.03 and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and for the registration of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.021002. There shall be only no more than one Security Register per for each series of Securities. Subject to Section 2.04, upon The Trustee shall be Security Registrar for each series of Securities having a Place of Payment in the City of New York. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and amount, Stated Maturity and of like tenor and termsoriginal issuance date. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and amount, Stated Maturity and of like tenor and termsoriginal issuance date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 906 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 1103 and ending at the close of business 27 on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “‘‘Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee 16 shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company Trustee shall keep or cause to be kept at the Corporate Trust Office a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Bonds and for the registration of transfers and exchanges of Securities or of Securities of such seriesBonds. Any such This register and, if there 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 more than one Security Registrar, the information contained in such register or combined registers shall be available for inspection by the Trustee at the office or agency to be maintained by all such Security Registrars, are herein sometimes referred to as the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon "SECURITY REGISTER." Upon surrender for registration of transfer of any Security Bond of any series at the Corporate Trust Office, or at any office or agency of the Company maintained for such purpose in a Place of Paymentpursuant to Section 10.14(a), the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities Bonds of such series of any authorized denominationsthe same series, of a like aggregate principal amount and Stated Maturity authorized denominations and of like tenor and termsaggregate principal amount. Subject to Section 2.04, at At the option of the HolderBondholders, Securities Bonds of any series may be exchanged for other Securities Bonds of such series of any authorized denominationsthe same series, of a like aggregate principal amount and Stated Maturity authorized denominations and of like tenor and termsaggregate principal amount, upon surrender of the Securities Bonds to be exchanged at such any office or agencyagency maintained for such purpose pursuant to Section 10.14(a). Whenever any Securities Bonds are so surrendered for exchange, the Company shall execute, and the Trustee or a duly authorized authenticating agent shall authenticate and delivermake available for delivery, the Securities Bonds which the Securityholder Bondholder making the exchange is entitled to receive. All Securities Bonds issued upon any registration of transfer or exchange of Securities Bonds shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Securities Bonds surrendered upon such registration of transfer or exchange. Every Security Bond presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar or any transfer agent, duly executed, executed by the Holder thereof Bondholder or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on required of any Securityholder for Bondholders participating in any registration of transfer or exchange of SecuritiesBonds in respect of such transfer or exchange, but the Company Security Registrar may (unless otherwise provided in such Security) 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 SecuritiesBonds, other than exchanges pursuant to Section 3.042.7, 9.06 7.6 or 11.07 12.6 not involving any transfer. The Company Security Registrar shall not be required (i) to issue, register the transfer of or exchange any Security Bond of any series during a period (a) beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities Bonds of such series selected for redemption under Section 11.03 7.2 or 8.2 and ending at the close of business on the date day of such mailingmailing and (b) beginning on the Regular Record Date for the Stated Maturity of any installment of principal of or payment of interest on the Bonds of such series and ending on the Stated Maturity of such installment of principal or payment of interest, or (ii) to issue, register the transfer of or exchange any Security Bond so selected for redemption in whole or in part. None , except the unredeemed portion of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability Bond selected for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsredemption in part.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the “Securities or Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities or of Securities of such series. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose 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 Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchangedexchange, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration transfer or exchange of Securities. 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 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company Trustee shall keep or cause to be kept at the Corporate Trust Office a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Bonds and for the registration of transfers and exchanges of Securities or of Securities of such seriesBonds. Any such This register and, if there 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 more than one Security Registrar, the information contained in such register or combined registers shall be available for inspection by the Trustee at the office or agency to be maintained by all such Security Registrars, are herein sometimes referred to as the Company as provided in Section 10.02. There shall be only one "Security Register per series of Securities. Subject to Section 2.04, upon Register." Upon surrender for registration of transfer of any Security Bond of any series at the Corporate Trust Office, or at any office or agency of the Company maintained for such purpose in a Place of Paymentpursuant to Section 10.14(a), the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities Bonds of such series of any authorized denominationsthe same series, of a like aggregate principal amount and Stated Maturity authorized denominations and of like tenor and termsaggregate principal amount. Subject to Section 2.04, at At the option of the HolderBondholders, Securities Bonds of any series may be exchanged for other Securities Bonds of such series of any authorized denominationsthe same series, of a like aggregate principal amount and Stated Maturity authorized denominations and of like tenor and termsaggregate principal amount, upon surrender of the Securities Bonds to be exchanged at such any office or agencyagency maintained for such purpose pursuant to Section 10.14(a). Whenever any Securities Bonds are so surrendered for exchange, the Company shall execute, and the Trustee or a duly authorized authenticating agent shall authenticate and delivermake available for delivery, the Securities Bonds which the Securityholder Bondholder making the exchange is entitled to receive. All Securities Bonds issued upon any registration of transfer or exchange of Securities Bonds shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Securities Bonds surrendered upon such registration of transfer or exchange. Every Security Bond presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar or any transfer agent, duly executed, executed by the Holder thereof Bondholder or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on required of any Securityholder for Bondholders participating in any registration of transfer or exchange of SecuritiesBonds in respect of such transfer or exchange, but the Company Security Registrar may (unless otherwise provided in such Security) 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 SecuritiesBonds, other than exchanges pursuant to Section 3.042.7, 9.06 7.6 or 11.07 12.6 not involving any transfer. The Company Security Registrar shall not be required (i) to issue, register the transfer of or exchange any Security Bond of any series during a period (a) beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities Bonds of such series selected for redemption under Section 11.03 7.2 or 8.2 and ending at the close of business on the date day of such mailingmailing and (b) beginning on the Regular Record Date for the Stated Maturity of any installment of principal of or payment of interest on the Bonds of such series and ending on the Stated Maturity of such installment of principal or payment of interest, or (ii) to issue, register the transfer of or exchange any Security Bond so selected for redemption in whole or in part. None , except the unredeemed portion of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability Bond selected for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsredemption in part.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or 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 or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The 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 Trustee is hereby initially appointed "Registrar" for the information contained in such register or registers purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Each Global Security authenticated under this Indenture shall be available registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or nominee thereof or to a successor of such Depositary or nominee thereof, and each such Global Security shall constitute a single Security for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02all purposes of this Indenture. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions. Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery. At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount and tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest 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 interest coupon or coupons, or the surrender of such missing interest coupon or interest 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 interest 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 interest coupons shall be payable only upon presentation and surrender of those interest 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 interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest 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 interest coupon, when due in accordance with the provisions of this Indenture. Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Trustee nor the Registrar shall exchange any Bearer Securities for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for 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 prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(22) 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 Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities. The Company may at any time in its sole discretion determine that Global Securities shall no longer be represented by such a Global Security or Securities. 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 Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities. 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 Global Security 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 Global Security of like tenor in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Global Security for Securities in certificated form, such Global Security 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 Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. 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 Securities issued upon any registration of transfer or upon any exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Registrar and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or for any exchange of Securities, but the Company may (unless otherwise provided in such Security) 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 Securities, other than exchanges pursuant to Section 3.043.4, 9.06 8.6 or 11.07 11.7 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of of, or exchange any Security of any series during Securities for a period beginning at the opening of business 15 days before the day of the mailing of a notice of any selection for redemption of Securities of like tenor and of the series of which such series selected for redemption under Section 11.03 Security is a part and ending at the close of business on the 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 Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any 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. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records The foregoing provisions relating to registration, transfer and exchange may be modified, supplemented or payments made on account superseded with respect to any series of beneficial ownership interests of Securities by a Global Security Board Resolution or for maintaining, supervising in one or reviewing any records relating to such beneficial ownership interestsmore indentures supplemental hereto.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register". The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his or her attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 3.05. 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 -18- 25 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 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such 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, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. 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 Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose 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 Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. 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 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 3.043.4, 9.06 3.6, 9.6 or 11.07 not involving any transfer11.6 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. The Neither the Company nor the Trustee shall not be required required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any 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 Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.