Common use of Exchange and Registration of Transfer of Notes Clause in Contracts

Exchange and Registration of Transfer of Notes. Whenever any Note shall be surrendered to the Company at an office or agency referred to in Section 3.2 hereof, for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the holder thereof or his attorney duly authorized in writing, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject

Exchange and Registration of Transfer of Notes. Whenever The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 4.2 being herein sometimes collectively referred to as the "Note register") in Section 3.2 hereofwhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such Note register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, Note registrar or any Note Registrar or Note Coco-Registrar, duly executed by registrar and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.5, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Notes that the Noteholder making the exchange is entitled to receive bearing certificate numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee, the Note registrar or any co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company, executed by the Noteholder thereof or his attorney duly authorized denomination in writing. No service charge shall be charged to the Noteholder for any exchange or denominations as registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be requestedimposed in connection therewith. None of the Company, the Trustee, the Note registrar or any co-registrar shall be required to exchange or register a transfer of (a) any Notes for a period of 15 days next preceding the mailing of a notice of redemption, (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. The All Notes, the transfer, exchange and/or registration of which is effectuated by the Trustee pursuant to this Section 2.5, shall be accompanied by an Officers' Certificate of the Company, at its optionexecuted by a Responsible Officer thereof, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense certifying that may be imposed in connection with any such transfer, exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which and/or registration is authorized by the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectpermitted hereunder.

Exchange and Registration of Transfer of Notes. Whenever (a) The Company shall cause to be kept at the Corporate Trust Office or other office of the Trustee or its Affiliate a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 5.2 being herein sometimes collectively referred to as the "Note register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 3.2 hereof, 5.2. There shall be only one Note register. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, Note registrar or any Note Registrar or Note Coco-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.5, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee, the Note registrar or any co-registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Noteholder thereof or his, her or its attorney duly authorized denomination in writing. No service charge shall be charged to the Noteholder for any exchange or denominations as may registration of transfer of Notes. None of the Company, the Trustee, the Note registrar or any co-registrar shall be requestedrequired to exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes tendered for purchase or, if a portion of a Note is tendered for purchase, such portion thereof tendered for purchase. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject.

Exchange and Registration of Transfer of Notes. Whenever Notes of any Note series may be exchanged for a like aggregate principal amount of Notes of the same series of other authorized denominations. Notes to be exchanged shall be surrendered to surrendered, at the Company option of the Holders thereof, either at an the office or agency designated and maintained by the Company for such purpose for such series in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose for such series in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. Each Person designated by the Company pursuant to the provisions of Section 4.02 as a Person authorized to register and register transfer of the Notes is sometimes herein referred to as a “Registrar.” The Trustee is hereby initially appointed as Registrar for each series of Notes. The Company shall keep, at one of its offices or agencies maintained pursuant to Section 4.02, a register for each series of Notes issued hereunder (the registers of all Registrars being herein sometimes collectively referred to as the “Security Register”) in Section 3.2 hereofwhich, subject to such reasonable regulations as it may prescribe, the Company shall register Notes and shall register the transfer of Notes as provided in this Article 2. 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 all reasonable times the Security Register shall be open for inspection by the Trustee and any Registrar other than the Trustee. Upon due presentment for registration or registration of transfer of any Note of any series at any designated office or agency, the Company shall execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes of the same series for an equal aggregate principal amount. Registration or registration of transfer of any Note by any Registrar in the registry books of the Company maintained by such Registrar, and delivery of such Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Note. No Person shall at any time be designated as or act as a Registrar unless such Person is at such time empowered under applicable law to act as such under and to the extent required by applicable law and regulations. All Notes presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, Trustee duly executed by by, the holder thereof Holder or his attorney duly authorized in writing, the Company . No service charge shall execute, and the Trustee shall authenticate and deliver, in be made for any exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be Notes, but the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, Company may require the payment of a sum sufficient to reimburse it for cover any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transactiontherewith. The Company shall not be required to issue issue, exchange or to make registrations register a transfer of transfer or exchanges (a) any Notes of Notes any series for a period of fifteen (15) 15 days immediately next preceding the selection of Notes of that series to be redeemed and thereafter until the date of any selection the mailing of a notice of redemption of Notes of that series selected for redemption, provided, however, that the Trustee shall have no duty or responsibility with respect to be redeemed. The Company issuing, exchanging or registering a transfer during such period unless and until it shall not be required to issue have received written notice setting forth the date which starts such 15 day period; or to make registrations of transfer or exchanges of (b) any Notes which have been selected selected, called or being called for redemption in whole or in partpart except, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the The provisions of this Indentureclauses (1), the Note so delivered (2), (3), (4), (5), (6) and (7) below shall for all purposes of this Indenture be deemed apply only to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectGlobal Notes:

Exchange and Registration of Transfer of Notes. Whenever (a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 3.2 hereof, 4.02. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, or any Note Registrar or Note Coany co-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.05, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such authorized denomination office or denominations as may be requestedagency maintained by the Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The CompanyAll Notes presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Issuer or the Note Registrar) be duly endorsed, at or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer, which shall be duly executed by the Noteholder thereof or its optionattorney duly authorized in writing. No service charge shall be made to any Holder for any registration of transfer or exchange of Notes, but the Issuer may require payment by the payment Holder of a sum sufficient to reimburse it for cover any stamp tax tax, assessment or other governmental charge or expense that may be imposed in connection with any registration of transfer or exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving Notes. In the event of any transfer. No service charge will be made for any such transaction. The Company redemption in part, the Issuer shall not be required to to: (i) issue or to make registrations of register the transfer or exchanges exchange of Notes for any Note during a period beginning at the opening of fifteen (15) business 15 days immediately preceding the date of before any selection of Notes for redemption 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 Notes to be so redeemed. The Company shall not be required to issue , or to make registrations of (ii) register the transfer or exchanges exchange of any Notes which have been Note so selected for redemption redemption, in whole or in part, except in the case unredeemed portion of any Note to be being redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject.

Exchange and Registration of Transfer of Notes. Whenever any Note shall be surrendered to the Company at an office or agency referred to in Section 3.2 hereof3.2, for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the holder thereof or his attorney duly authorized in writing, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or Section 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen after the fifteenth (1515th) days day immediately preceding the date of any selection of Notes date, if any, the Company elects to be redeemedredeem the Notes. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemedredemption. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectsubject to the provisions of Section 10.2, be fully protected in relying on the Note Register kept at the main office of the Trustee.

Exchange and Registration of Transfer of Notes. Whenever any Note shall be surrendered to the Company at an office or agency referred to in Section 3.2 hereof3.2, for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the holder thereof or his attorney duly authorized in writing, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for with a like aggregate principal Principal amount equal to the unpaid Principal amount of the Note so exchanged and of such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 Section 11.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectsubject to the provisions of Section 8.2, be fully protected in relying on the Note Register kept at the main office of the Trustee. Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any person other than the Depositary for such Global Note 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 Note or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note. Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section, Section 2.8, 2.10 or 11.5 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a person other than the Depositary for such Global Note or a nominee thereof.

Exchange and Registration of Transfer of Notes. Whenever The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 5.2 being herein sometimes collectively referred to as the "Note register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may change the Note registrar or appoint one or more co-registrars in accordance with Section 3.2 hereof5.2 without any prior notice to any holders, PROVIDED that a Note register shall be at all times maintained at the Corporate Trust Office. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, Note registrar or any Note Registrar or Note Coco-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.5, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount and of bearing such authorized denomination or denominations restrictive legends as may be requestedrequired by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.2. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The All Notes presented or surrendered for registration of transfer or for exchange, redemption or conversion shall (if so required by the Company or the Note registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, at its optionand the Notes shall be duly executed by the Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require the payment of a sum sufficient to reimburse it for cover any stamp tax tax, assessment or other governmental charge or expense that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note registrar or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company registrar shall not be required to issue exchange or to make registrations register a transfer of transfer or exchanges of (a) any Notes for a period of fifteen (15) days immediately next preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue redeemed or to make registrations of transfer or exchanges of (b) any Notes which have been selected or portions thereof called for redemption in whole pursuant to Article III or in part, except in the case of (c) any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the Notes or portion thereof not so surrendered for conversion pursuant to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectArticle XV.

Exchange and Registration of Transfer of Notes. Whenever The Company shall cause to be kept at the Corporate Trust Office and at the principal office of such other Person or Persons as may be designated by the Company, a register (the register maintained in each such office and in any Note shall be surrendered to the Company at an other office or agency maintained by the Company pursuant to Section 1002 being herein sometimes collectively referred to as the "Note Register") in Section 3.2 hereofwhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided; provided, however, that if the Company gives a Company Order to the Trustee designating a Person other than the Trustee to serve as Note Registrar, then such Person shall be appointed as "Note Registrar" for the purpose of registering and transferring the Notes as herein provided. Upon surrender for registration of transfer of any Note at the office or exchange, duly endorsed or accompanied agency maintained by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the holder thereof or his attorney duly authorized in writingpursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount amount. At the option of the Holder, Notes may by exchanged for other Notes, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such authorized denomination office or denominations as may be requestedagency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectunder

Exchange and Registration of Transfer of Notes. Whenever any Note Notes may be exchanged for a like aggregate principal amount of Notes of such series that are of other authorized denominations. Notes to be exchanged shall be surrendered to the Company at an any office or agency to be maintained for such purpose by the Company, as provided in Section 5.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefore the Note or Notes of authorized denominations which the Holder making the exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section 5.02 as a person authorized to register and register transfer of Notes is sometimes herein referred to as a “Note registrar.” The Company shall keep, at each such office or agency of the Company maintained for such purpose, as provided in Section 3.2 hereof5.02, a register for each series of Notes hereunder (the registers of all Note registrars being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and shall register the transfer of Notes as in this Article Three provided. At all reasonable times, such Note Register shall be open for inspection by the Trustee and any Note registrar other than the Trustee. Upon due presentment for registration of transfer of any Note at any such office or exchangeagency, the Company shall execute and register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Note or Notes of authorized denominations for an equal aggregate principal amount. Registration or registration of transfer of any Note by any Note registrar in the registry books maintained by such Note registrar, and delivery of such Note, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Note. The Company will at all times designate one Person (who may be the Company and who need not be a Note registrar) to act as repository of a master list of names and addresses of Holders of the Notes. The Trustee shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee and each Note registrar, designated by the Company to act as such. The Company shall cause each Note registrar to furnish to such repository, on a current basis, such information as such repository may reasonably request as to registrations, transfers, exchanges and other transactions effected by such registrar, as may be necessary or advisable to enable such repository to maintain such master list on as current a basis as is reasonably practicable. No Person shall at any time be appointed as or act as a Note 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. Initially, the Trustee shall be the Note registrar. All Notes presented to a Note registrar for registration of transfer shall be duly endorsed by, or be accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any such Note Registrar or Note Co-Registrar, registrar duly executed by the holder thereof registered Holder or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Notes of any series for a period of 15 days next preceding the mailing of a notice of redemption of Notes of such series and ending at the close of business on the day of the mailing of a notice of redemption of Notes of such series so selected for redemption, or (b) any Notes selected, called or being called for redemption except, in the case of any Note to be redeemed in part, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may portion thereof not so to be requestedredeemed. All Notes issued in exchange for or upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon for such exchange or registration of transfer transfer. None of the Trustee, any agent of the Trustee, any Paying Agent or exchange. The Company, at its option, may require the payment Company 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 sum sufficient Global Note or for maintaining, supervising or reviewing any records relating to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectbeneficial ownership interests.

Exchange and Registration of Transfer of Notes. Whenever The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 5.2 being herein sometimes collectively referred to as the "Note register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may change the Note registrar or appoint one or more co-registrars in accordance with Section 3.2 hereof5.2 without any prior notice to any holders, PROVIDED that a Note register shall be at all times maintained at the Corporate Trust Office. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, Note registrar or any Note Registrar or Note Coco-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.5, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount and of bearing such authorized denomination or denominations restrictive legends as may be requestedrequired by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.2. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, at its optionand the Notes shall be duly executed by the Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Company may require the payment of a sum sufficient to reimburse it for cover any stamp tax tax, assessment or other governmental charge or expense that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note registrar or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company registrar shall not be required to issue exchange or to make registrations register a transfer of transfer or exchanges of (a) any Notes for a period of fifteen (15) days immediately next preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue redeemed or to make registrations of transfer or exchanges of (b) any Notes which have been selected or portions thereof called for redemption in whole pursuant to Article III or in part, except in the case of (c) any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the Notes or portion thereof not so surrendered for conversion pursuant to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectArticle XV.

Exchange and Registration of Transfer of Notes. Whenever Section 2.06 The Issuer shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 3.2 hereof, 4.02. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, or any Note Registrar or Note Coany co-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.05, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount and of bearing such authorized denomination or denominations restrictive legends as may be requestedrequired by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The CompanyAll Notes presented or surrendered for registration of transfer or exchange, at repurchase or conversion shall (if so required by the Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer, and the Notes shall be duly executed by the Noteholder thereof or its optionattorney duly authorized in writing. No service charge shall be made to any holder for any registration of transfer or exchange of Notes, but the Issuer may require payment by the payment holder of a sum sufficient to reimburse it for cover any stamp tax tax, assessment or other governmental charge or expense that may be imposed in connection with any registration of transfer or exchange or transfer of Notes. In connection with the redemption of the Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving in part, neither the Trustee nor any transfer. No service charge will be made for any such transaction. The Company Note Registrar shall not be required to issue or to make registrations of register the transfer or exchanges exchange of (a) any Notes for during a period beginning at the opening of business fifteen (15) days immediately preceding the date of before any selection of Notes to be redeemed. The Company shall not be required to issue redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, or to make registrations of transfer or exchanges of (b) any Notes which have been selected or portions thereof called for redemption in whole or in partpursuant to Section 3.02, except in the case unredeemed portion of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject.

Exchange and Registration of Transfer of Notes. Whenever (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 3.2 hereof, 4.02. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, Note registrar or any Note Registrar or Note Coco-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.04, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount and of bearing such authorized denomination or denominations restrictive legends as may be requestedrequired by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The All Notes presented or surrendered for registration of transfer or exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Note registrar, as the case may be, and the Notes shall be duly executed by the Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any holder for any registration of transfer or exchange of Notes, but either the Company, at its option, the Trustee or both may require payment by the payment holder of a sum sufficient to reimburse it for cover any stamp tax tax, assessment or other governmental charge or expense that may be imposed in connection with any registration of transfer or exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving Notes. Neither the Company nor the Trustee nor any transfer. No service charge will be made for any such transaction. The Company Note registrar shall not be required to issue exchange or to make registrations register a transfer of transfer or exchanges of (i) any Notes for a period of fifteen (15) 15 days immediately next preceding the date mailing of any selection notice of redemption of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of , (ii) any Notes which have been selected or portions thereof called for redemption in whole pursuant to Section 3.02, (iii) any Notes or in partportions thereof surrendered for conversion pursuant to Section 14.01, except in the case of (iv) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to be redeemed in part, Section 3.05 or (v) any Notes or portions thereof tendered for which the Company shall register transfers repurchase (and make exchanges of the portion thereof not so withdrawn) pursuant to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectSection 3.06.

Exchange and Registration of Transfer of Notes. Whenever any Note Notes may be exchanged for a like aggregate principal amount of Notes of such series that are of other authorized denominations. Notes to be exchanged shall be surrendered to the Company at an any office or agency referred to be maintained for such purpose by the Company, as provided in Section 3.2 hereof5.02, for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the holder thereof or his attorney duly authorized in writing, the Company shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor, a therefor the Note or Notes of authorized denominations which the Holder making the exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section 5.02 as a person authorized to register and register transfer of Notes is sometimes herein referred to as a “Note Registrar.” The Company shall keep, at an office or agency of the Company maintained for such purpose, as provided in Section 5.02, a register for each series of Notes hereunder (the registers of all Note Registrars being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and shall register the transfer of Notes as provided in this Article Three. For avoidance of doubt, there shall only be one Note Register for each series of Notes. At all reasonable times, such Note Register shall be open for inspection by the Trustee and any Note Registrar other than the Trustee. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and cause to be registered and the Trustee shall authenticate and deliver in the name of the designated transferee, as transferee or transferees a new Note or Notes of the case may require, same series of authorized denominations for a like an equal aggregate principal amount and of such authorized denomination amount. Registration or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes any Note by any Note Registrar in the registry books maintained by such Note Registrar, and delivery of such Note, duly authenticated, shall be deemed to complete the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration or registration of transfer or exchangeof such Note. The Company, at its option, may require the payment Trustee is hereby appointed as Note Registrar for each series of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transferNotes. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject14 28819972

Exchange and Registration of Transfer of Notes. Whenever (a) Subject to Section 2.12, Notes may be exchanged for one or more new Notes of any Note authorized denominations and of a like aggregate principal amount and Stated Maturity and having the same terms and Original Issue Date or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained by the Company for such purpose as provided in Section 6.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee on behalf of the Company shall keep, at an one of said offices or agencies, a register in which, subject to such reasonable regulations as it or the Company may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article Two provided. 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 such register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Note at any such office or agency referred agency, the Company shall execute and register or cause to be registered and the Trustee shall authenticate and make available for delivery, in Section 3.2 hereofthe name of the transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and Stated Maturity and having the same terms and Original Issue Date or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company) be duly endorsed by, or be accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, Trustee duly executed by by, the holder thereof Holder or his the attorney of such Holder duly authorized in writing, the Company . (d) No service charge shall execute, and the Trustee shall authenticate and deliver, in be made for any exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be Notes, but the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, Company may require the payment of a sum sufficient to reimburse it for cover any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfertherewith. No service charge will be made for any such transaction. (e) The Company shall not be required to issue exchange or to make registrations of register a transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected selected, called or being called for redemption in whole or in partexcept, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be so redeemed. Upon delivery by (f) If the principal amount and any Note Co-Registrar applicable premium of part but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, and make available for delivery, a Global Note in exchange for a Note surrendered to it an authorized denomination in accordance with aggregate principal amount equal to, and having the provisions of this Indenturesame terms and Original Issue Date or Dates as, the Note so delivered shall for all purposes unpaid portion of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectsuch Global Note. Section 2.07.

Exchange and Registration of Transfer of Notes. Whenever The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 3.2 hereof, 4.02. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, Note registrar or any Note Registrar or Note Coco-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.04, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount and of bearing such authorized denomination or denominations restrictive legends as may be requestedrequired by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The All Notes presented or surrendered for registration of transfer or exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Note registrar, as the case may be, and the Notes shall be duly executed by the Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any holder for any registration of transfer or exchange of Notes, but either the Company, at its option, the Trustee or both may require payment by the payment holder of a sum sufficient to reimburse it for cover any stamp tax tax, assessment or other governmental charge or expense that may be imposed in connection with any registration of transfer or exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving Notes. Neither the Company nor the Trustee nor any transfer. No service charge will be made for any such transaction. The Company Note registrar shall not be required to issue exchange or to make registrations register a transfer of transfer or exchanges of (a) any Notes for a period of fifteen (15) 15 days immediately next preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of , (b) any Notes which have been selected or portions thereof called for redemption in whole pursuant to Section 3.02, (c) any Notes or in partportions thereof surrendered for conversion pursuant to Section 14.01, except in the case of (d) any Note Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to be redeemed in part, Section 3.05 or (e) any Notes or portions thereof tendered for which the Company shall register transfers repurchase (and make exchanges of the portion thereof not so withdrawn) pursuant to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectSection 3.06.

Exchange and Registration of Transfer of Notes. Whenever (a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 5.02 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 3.2 hereof, 5.02. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, or any Note Registrar or Note Coany co-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount and of bearing such authorized denomination or denominations restrictive legends as may be requestedrequired by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, at its optionand the Notes shall be duly executed by the Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any holder for any registration of, transfer or exchange of Notes, but the Company may require payment by the payment holder of a sum sufficient to reimburse it for cover any stamp tax tax, assessment or other governmental charge or expense that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange or register a transfer of (a) any Notes other than exchanges or portions thereof surrendered for conversion pursuant to Article 15 or (b) any Notes or portions thereof tendered for repurchase pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject4.02.

Exchange and Registration of Transfer of Notes. Whenever Restrictions on Transfer; Depositary. The Company shall cause to be kept at the ------------------------------------ Corporate Trust Office of the Trustee a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 5.2 being herein sometimes collectively referred to as the "Note register"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 3.2 hereof, 5.2. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, Note registrar or any Note Registrar or Note Coco-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.5, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount. Notwithstanding any other provision of this Section 2.5, unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Note representing all or a portion of the Notes may not be transferred except as a whole by the Depositary 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 or a nominee of such successor Depositary. The Depositary may not sell, assign, transfer or otherwise convey any beneficial interest in a Global Note evidencing all or part of the Notes unless such beneficial interest is in an amount equal to an authorized denomination for the Notes. If at any time the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for the Notes or if at any time the Depositary shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to the Notes. If a successor Depositary for the Notes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company will execute, and the Trustee, upon the written request or authorization of any officer of the Company, will authenticate and deliver, Notes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note representing Notes in exchange for such Global Note. In the event that the Company at any time and in its sole discretion determines that the Notes issued in the form of a Global Note shall no longer be represented by such Global Note, the Company will execute, and the Trustee, upon the written request or authorization of any officer of the Company, will authenticate and deliver, Notes in definitive form and in an aggregate principal amount equal to the principal amount of the Global Note representing the Notes in exchange for such Global Note. The Depositary may surrender a Global Note in exchange, in whole or in part, for Notes in definitive form on such terms as are acceptable to the Company and the Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without charge, to each Person specified by the Depositary, a new Note or Notes in definitive form in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the surrendered Global Note; and to the Depositary, a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of Notes delivered in definitive form to Holders pursuant to clause (1) above. Upon the exchange of a Global Note for Notes in definitive form, such Global Note shall be cancelled by the Trustee. Notes issued in definitive form in exchange for a Global Note pursuant to this Section 2.5 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes in definitive form to the Person in whose names such Notes are so registered. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee, the Note registrar or any co-registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Noteholder thereof or his attorney duly authorized denomination in writing. No service charge shall be charged to the Noteholder for any exchange or denominations as registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be requestedimposed in connection therewith. None of the Company, the Trustee, the Note registrar or any co- registrar shall be required to exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes surrendered for repurchase pursuant to Article XVI or, if a portion of any Note is surrendered for repurchase pursuant to Article XVI, such portion thereof surrendered for repurchase pursuant to Article XVI. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject.

Exchange and Registration of Transfer of Notes. Whenever any Note shall be surrendered to the Company at an office or agency referred to in Section SECTION 3.2 hereof, for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory to the Company and the Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the holder thereof or his attorney duly authorized in writing, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transferee, as the case may require, for a like aggregate principal amount and of such authorized denomination or denominations as may be requested. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section SECTION 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding prior to the date of mailing of any selection notice of Notes to be redeemedredemption, and ending on the date of such mailing. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subjectsubject to the provisions of SECTION 10.2, be fully protected in relying on the Note Register kept at the main office of the Trustee. Any holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected, only through a book-entry system maintained by the Depository (or its agent), and that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry.

Exchange and Registration of Transfer of Notes. Whenever The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any Note shall be surrendered to the Company at an other office or agency of the Company designated pursuant to Section 5.2 being herein sometimes collectively referred to as the "Note register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. Such Note register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as 18 herein provided. The Company may appoint one or more co-registrars in accordance with Section 3.2 hereof, 5.2. Upon surrender for registration of transfer or exchange, duly endorsed or accompanied by a proper written instrument or instruments of assignment and transfer thereof or for exchange in form satisfactory any Note to the Company and the Trustee, Note registrar or any Note Registrar or Note Coco-Registrarregistrar, duly executed by and satisfaction of the holder thereof or his attorney duly authorized requirements for such transfer set forth in writingthis Section 2.5, the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor, a Note or Notes in the name of the designated transfereetransferee or transferees, as the case may require, for one or more new Notes of any authorized denominations and of a like aggregate principal amount amount. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee, the Note registrar or any co-registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed by the Holder thereof or his attorney duly authorized denomination in writing. No service charge shall be charged to the Holder for any exchange or denominations as registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be requestedimposed in connection therewith. None of the Company, the Trustee, the Note registrar or any co-registrar shall be required to exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed or (b) any Notes called for redemption or, if a portion of any Note is selected or called for redemption, such portion thereof selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes surrendered for repurchase (and not withdrawn) pursuant to Article XVI or, if a portion of any Note is surrendered for repurchase pursuant to Article XVI, such portion thereof surrendered for repurchase (and not withdrawn) pursuant to Article XVI. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. The Company, at its option, may require the payment of a sum sufficient to reimburse it for any stamp tax or other governmental charge or expense that may be imposed in connection with any exchange or transfer of Notes other than exchanges pursuant to Section 2.8 or 13.5 not involving any transfer. No service charge will be made for any such transaction. The Company shall not be required to issue or to make registrations of transfer or exchanges of Notes for a period of fifteen (15) days immediately preceding the date of any selection of Notes to be redeemed. The Company shall not be required to issue or to make registrations of transfer or exchanges of any Notes which have been selected for redemption in whole or in part, except in the case of any Note to be redeemed in part, for which the Company shall register transfers and make exchanges of the portion thereof not so to be redeemed. Upon delivery by any Note Co-Registrar of a Note in exchange for a Note surrendered to it in accordance with the provisions of this Indenture, the Note so delivered shall for all purposes of this Indenture be deemed to be duly registered in the Note Register; provided, however, that in making any determination as to the identity of persons who are holders, the Trustee shall, subject.