Common use of Registration of Transfer and Exchange Clause in Contracts

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the mailing Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a notice non-exempt prohibited transaction in violation of redemption Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such Securities selected for redemption under Section 1103 and ending at the close of business on the day acquisition would cause a non-exempt violation of such mailingsubstantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (Biv) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (3iii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Excess Distribution Certificate Registrar shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Deutsche Bank National Trust Company shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause Deutsche Bank National Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountits authenticating agent. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan, (ii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailingCode, or (Biii) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (3ii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall executeexecute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable the Subsidiary Guarantors applicable, shall execute the notations form of Subsidiary Guarantee or Guarantees endorsed thereon thereon, and the Trustee shall authenticate and deliver, in the name deliver such Security or Securities upon receipt of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountan Authentication Order. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the The Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions All Securities issued upon any registration of clauses (1)transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, (2)if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) and (4) below shall apply only to Global Securities:Business Days of delivery by facsimile or PDF transmission.

Registration of Transfer and Exchange. (a) The Company Partnership shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Debt Securities issued hereunder (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall provide for the registration of all Debt Securities and the transfer of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Debt Securities as herein in this Article II provided. Upon surrender At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Debt Security of a series at the any office or agency to be maintained by the Partnership in accordance with the provisions of the Company in a Place of Payment for that seriesSection 4.02, the Company shall execute, if applicable the Subsidiary Guarantors Partnership shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Debt Security or Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, one or more new exchanged for, bearer securities. Unless and until otherwise determined by the Partnership, the Debt Security Register shall be kept at the corporate trust office of the Trustee referred to in Section 13.03 and, for this purpose, the Trustee shall be designated “Registrar.” Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities of the same seriesseries of other authorized denominations. Subject to Section 2.15, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Debt Securities to be exchanged shall be surrendered at such the office or agency. Whenever any Securities are so surrendered for exchangeagency to be maintained by the Partnership as provided in Section 4.02, and the Company shall execute, if applicable the Subsidiary Guarantors Partnership shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange is shall be entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:.

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more a new Securities Excess Distribution Certificate dated the date of authentication by the same series, of any authorized denominations and of like tenor and aggregate principal amountEligible Lender Trustee. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Quarterly Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the mailing Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a notice non-exempt prohibited transaction in violation of redemption Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such Securities selected for redemption under Section 1103 and ending at the close of business on the day acquisition would cause a non-exempt violation of such mailingsubstantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (Biv) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (3iii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained 1) Except as otherwise provided in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that seriesSubordinated Note, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesSubordinated Notes denominated as authorized in or under this Indenture, of any authorized denominations and of a like tenor and aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder, Securities of any series Subordinated Notes may be exchanged for other Securities of the same seriesSubordinated Notes containing identical terms and provisions, of in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like tenor and aggregate principal amount, upon surrender of the Securities Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Securities Subordinated Notes are so surrendered for exchange, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, subject to the Securities which terms hereof, the Subordinated Notes that the Holder making the exchange is entitled to receive. All Securities Subordinated Notes issued upon any registration of transfer or exchange of Securities shall Subordinated Notes will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities Subordinated Notes surrendered upon such registration of transfer or exchange. Every Security Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Subordinated Note duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of SecuritiesSubordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 the Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise not involving any transfer. If the Securities of any series (provided in or of any series and specified tenor) are to be redeemed in partunder this Indenture, the Company shall will not be required (Ai) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) Subordinated Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities selected for redemption Subordinated Notes under Section 1103 10.03 and ending at the close of business on the day of such mailingselection, or (Bii) to register the transfer of or exchange any Security Subordinated Note, or portion thereof, so selected for redemption redemption, except in whole or the case of any Subordinated Note to be redeemed in part, except the unredeemed portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Security being redeemed interest in partany Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (Aa) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bb) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1a), (2b), (3c) and (4d) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. If in accordance with Section 301(6), the Company designates a transfer agent (in addition to the Security Registrar) with respect to any series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that the Company maintains a transfer agent in each Place of Payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall executeexecute and, if applicable applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon thereon, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall executeexecute and, if applicable applicable, the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon thereon, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company and the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, neither the Trustee nor the Company shall not be required required, pursuant to the provisions of this Section 305, (A) to issue, register the transfer of or exchange any Securities of that any series (or of that any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption redemption, in whole or in part, except except, in the unredeemed portion case of any Security being to be redeemed in part, any portion not to be redeemed. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Corporation shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency of the Company Corporation in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company Corporation in a Place of Payment for that series, the Company Corporation shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company Corporation shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCorporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Corporation or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 906 or otherwise 1106 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partredeemed, the Company Corporation shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. (a) 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 other office or agency of the Company in a Place of Payment designated pursuant to Section 3.02 being herein sometimes collectively referred to as the “Security Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Notes and of transfers of SecuritiesNotes. The Trustee is hereby appointed “Security Note Registrar” (the “Note Registrar”) for the purpose of registering Securities Notes and transfers of Securities Notes as herein provided. Upon surrender for registration of transfer of any Security of a series Note at the an office or agency of the Company in a Place of Payment designated pursuant to Section 3.02 for that seriessuch purpose, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, Notes of any authorized denominations and of a like tenor aggregate Principal Amount and aggregate principal amounttenor. At the option of the HolderHolder and subject to the other provisions of this Section 2.07 and Sections 2.10 and 2.11, Securities of any series Notes may be exchanged for other Securities of the same series, Notes of any authorized denominations and of a like tenor aggregate Principal Amount and aggregate principal amounttenor, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities Notes which the Holder making the exchange is entitled to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of SecuritiesNotes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 304, 906, 1107 or otherwise 2.06 not involving any transfer. If the Securities Company elects to redeem a series of any series (or of any series and specified tenor) are to be redeemed in partNotes, the Company it shall not be required to (Ai) to issue, register the transfer of or exchange any Securities Note of that such series (or of that series and specified tenor, as during the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a Company mails the notice of redemption for such series of any such Securities selected for redemption under Section 1103 Notes and ending at the close of business on the day such notice of such mailing, redemption is mailed or (Bii) to register the transfer of or exchange of any Security so selected for Note of such series after a notice of redemption in whole or has been given to Holders except, where such notice provides that such Note is to be redeemed only in part, except the unredeemed Company shall be required to exchange or register a transfer of the portion thereof not to be redeemed. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to obtain documentation relating to any transfers or exchanges other than as specifically required hereunder. As used in this Section, the term “transfer” encompasses any sale, pledge, transfer or other disposition of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Note.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute, if applicable execute a new Security or Securities of the Subsidiary Guarantors shall execute same series as the notations of Subsidiary Guarantees endorsed thereon Security presented for a like aggregate principal amount and in authorized denominations and the Trustee shall authenticate and deliverdeliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, in except the name of the designated transferee or transferees, one or more new Securities of the same series, unredeemed portion of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receiveSecurity being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered Prior to such due presentment for the registration of a transfer or for exchange shall (if so required by the Company or of any Security, the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, any paying agent and the Security Registrar duly executedmay deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, by and none of the Holder thereof Trustee, the Company, the paying agent or his attorney duly authorized in writing. No service charge the Security Registrar shall be made for any affected by notice to the contrary. All certifications, certificates and opinions of counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:submitted by facsimile.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred maintained pursuant to as the “Security Register”paragraph (f) below, an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Chase Manhattan Bank USA, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause JPMorgan Chase Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the Holderholder of the Excess Distribution Certificate, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”"SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise 1203 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Excess Distribution Certificate Registrar shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Deutsche Bank National Trust Company shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause Deutsche Bank National Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountits authenticating agent. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the mailing Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a notice non-exempt prohibited transaction in violation of redemption Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such Securities selected for redemption under Section 1103 and ending at the close of business on the day acquisition would cause a non-exempt violation of such mailingsubstantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (Biv) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (3iii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Excess Distribution Certificate Registrar shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountits authenticating agent. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the mailing Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a notice non-exempt prohibited transaction in violation of redemption Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such Securities selected for redemption under Section 1103 and ending at the close of business on the day acquisition would cause a non-exempt violation of such mailingsubstantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (Biv) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (3iii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Company Partnership shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Debt Securities issued hereunder (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes hereinafter collectively referred to as the “"Debt Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall provide for the registration of all Debt Securities and the transfer of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Debt Securities as herein in this Article II provided. Upon surrender At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Debt Security of a series at the any office or agency to be maintained by the Partnership in accordance with the provisions of the Company in a Place of Payment for that seriesSection 4.02, the Company shall execute, if applicable the Subsidiary Guarantors Partnership shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Debt Security or Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, one exchanged for, bearer securities. Unless and until otherwise determined by the Partnership by resolution of the Board of Directors, the register of the Partnership for the purpose of registration, exchange or more new registration of transfer of the Debt Securities shall be kept at the principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar." Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities of the same seriesseries of other authorized denominations. Subject to Section 2.15, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Debt Securities to be exchanged shall be surrendered at such the office or agency. Whenever any Securities are so surrendered for exchangeagency to be maintained by the Partnership as provided in Section 4.02, and the Company shall execute, if applicable the Subsidiary Guarantors Partnership shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, deliver in exchange therefor the Debt Security or Debt Securities which the Holder making the exchange is shall be entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:.

Registration of Transfer and Exchange. The Company shall cause to be kept for each series of Securities at the Corporate Trust Office one of the Trustee offices or agencies maintained pursuant to Section 1002 a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of SecuritiesSecurities of such series. The Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon Except as set forth in Section 203 or as may be provided pursuant to Section 301, upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable execute and deliver a Company Order requesting the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon Trustee to authenticate and deliver and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesseries and of like tenor, of any authorized denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same seriesseries and of like tenor, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges exchange pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any Securities of such Securities series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, the mailing of the relevant notice of redemption or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliverdeliver or make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliverdeliver or make available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Security Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and Company, the Security Registrar and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions Notwithstanding the foregoing, any Book-Entry Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of clauses Persons other than the Depositary for such Security or its nominee only if (1)i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (2)ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, (3) unless and (4) below shall apply only until it is exchanged in whole or in part for Securities that are not in the form of a Book-Entry Security, a Book-Entry Security may not be transferred or exchanged except as a whole by the Depositary with respect to Global Securities:such Book-Entry Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause JPMorgan Chase Bank, N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the mailing Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a notice non-exempt prohibited transaction in violation of redemption Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such Securities selected for redemption under Section 1103 and ending at the close of business on the day acquisition would cause a non-exempt violation of such mailingsubstantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (Biv) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-through entities by any person referred to in clause (3iii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company and the Guarantor shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, series having a duly executed Guarantee for such series endorsed thereon of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agencyagency of the Company. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and any Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantee thereof surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3043.4, 906, 1107 3.7 or otherwise 11.5 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 4.3 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, each such Security having endorsed thereon a Guarantee duly executed by the Guarantor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, each such Security having endorsed thereon a Guarantee duly executed by the Guarantor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions Each Global Security authenticated under this Indenture shall be registered in the name of clauses (1)the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than the Depositary for such series or its nominee if, but only if, (2)i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such series or at any time ceases to be a clearing agency registered as such under the Exchange Act, as amended, and the Company and/or the Guarantor notify the Trustee that they are unable to locate a qualified successor Depositary, (3ii) the Company and/or the Guarantor executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (4iii) below there shall apply only have occurred and be continuing an Event of Default with respect to the Securities of such series and beneficial owners of the Securities evidencing not less than 50% of the aggregate unpaid principal amount of the Securities of such series advise the Trustee and the Depositary through participants in writing that the continuation of a book-entry system is no longer in the best interests of the beneficial owners of the Securities of such series. Any Global Securities:Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and, if applicable, the Subsidiary Guarantees endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and, if applicable, the respective Subsidiary Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Subsidiaries Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause JPMorgan Chase Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the mailing Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a notice non-exempt prohibited transaction in violation of redemption Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such Securities selected for redemption under Section 1103 and ending at the close of business on the day acquisition would cause a non-exempt violation of such mailingsubstantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (Biv) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible by any person referred to in clause (3iii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Notwithstanding anything herein to the contrary, there shall be only one Security Register with respect to each series of Securities. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliverdeliver or make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliverdeliver or make available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Security Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and Company, the Security Registrar and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions Notwithstanding the foregoing, any Book-Entry Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of clauses Persons other than the Depositary for such Security or its nominee only if (1)i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended and the Company does not appoint a successor Depositary within 90 days after receipt by it of such notice or after it becomes aware of such cessation, (2)ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, (3) unless and (4) below shall apply only until it is exchanged in whole or in part for Securities that are not in the form of a Book-Entry Security, a Book-Entry Security may not be transferred or exchanged except as a whole by the Depositary with respect to Global Securities:such Book-Entry Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained 1) Except as otherwise provided in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that seriesSubordinated Note, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesSubordinated Notes denominated as authorized in or under this Indenture, of any authorized denominations and of a like tenor and aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder, Securities of any series Subordinated Notes may be exchanged for other Securities of the same seriesSubordinated Notes containing identical terms and provisions, of in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like tenor and aggregate principal amount, upon surrender of the Securities Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Securities Subordinated Notes are so surrendered for exchange, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, subject to the Securities which terms hereof, the Subordinated Notes that the Holder making the exchange is entitled to receive. All Securities Subordinated Notes issued upon any registration of transfer or exchange of Securities shall Subordinated Notes will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities Subordinated Notes surrendered upon such registration of transfer or exchange. Every Security Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Subordinated Note duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of SecuritiesSubordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 the Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise not involving any transfer. If the Securities of any series (provided in or of any series and specified tenor) are to be redeemed in partunder this Indenture, the Company shall will not be required (Ai) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) Subordinated Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities selected for redemption Subordinated Notes under Section 1103 1003 and ending at the close of business on the day of such mailingselection, or (Bii) to register the transfer of or exchange any Security Subordinated Note, or portion thereof, so selected for redemption redemption, except in whole or the case of any Subordinated Note to be redeemed in part, except the unredeemed portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 206 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Security being redeemed interest in partany Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred maintained pursuant to as the “Security Register”paragraph (f) below, an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Chase Manhattan Bank USA, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause JPMorgan Chase Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the Holderholder of the Excess Distribution Certificate, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate and any beneficial interest in the Excess Distribution Certificate may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the mailing Code, including individual retirement accounts described in Section 408(a) of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailingCode or Xxxxx plans, or (Bc) Benefit Plans. By accepting and holding the Excess Distribution Certificate or an interest therein, the holder thereof shall be deemed to register have represented and warranted that it is not a Benefit Plan, is not purchasing the transfer Excess Distribution Certificate on behalf of or exchange any Security so selected for redemption in whole or in parta Benefit Plan and is not using assets of a Plan to purchase the Excess Distribution Certificate and to have agreed that if the Excess Distribution Certificate is deemed to be a plan asset, except the unredeemed portion holder thereof will promptly dispose of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred maintained pursuant to as the “Security Register”clause (f) below, an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. JPMorgan Chase Bank shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to clause (f) below, the Company Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause JPMorgan Chase Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the Holderholder of the Excess Distribution Certificate, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to clause (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to 1) Except as the “Security Register”) in whichotherwise provided herein, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that seriesDebt Security, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debt Securities of the same seriesdenominated as authorized herein, of any authorized denominations and of a like tenor and aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At Except as otherwise provided herein, at the option of the Holder, Debt Securities of any series may be exchanged for other Debt Securities of the same seriescontaining identical terms and provisions, of in any authorized denominations denominations, and of a like tenor and aggregate principal amount, upon surrender of the Debt Securities to be exchanged at such any office or agencyagency for such purpose. Whenever any Debt Securities are so surrendered for exchange, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, subject to the terms hereof, the Debt Securities which that the Holder making the exchange is entitled to receive. Except as otherwise provided herein, at the option of the Holder, Registered Securities or Bearer Securities may be exchanged for other Bearer Securities containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Debt Securities at any office or agency for such purpose; provided, however, that Bearer Securities to be exchanged must be accompanied with all unmatured Coupons and any matured Coupons in default. If the Holder of a Bearer Security is unable to produce any unmatured Coupons (or any matured Coupons in default), such exchange may be accomplished if the Bearer Securities are accompanied by payment acceptable to the Company and the Trustee in an amount equal to the face amount of the missing Coupons. In the alternative, the surrender of the missing Coupons may be waived by the Company and the Trustee if sufficient security or indemnity is received by the Company, the Trustee, and the Paying Agent. Notwithstanding anything herein to the contrary, the exchange of Bearer Securities into Registered Securities shall be subject to applicable laws and regulations in effect at the time of the exchange. Neither the Company, the Trustee, nor the Registrar shall exchange any Bearer Securities into Registered Securities if it has received an Opinion of Counsel that such exchange may result in adverse federal income tax consequences to the Company and the Company has delivered an Order to the Trustee directing it to not make such exchanges unless the Company delivers a subsequent contrary Order. The Company will deliver copies of such Orders to the Registrar. All Debt Securities issued upon any registration of transfer or exchange of Debt Securities shall will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Debt Securities surrendered upon such registration of transfer or exchange. Every Debt Security presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Debt Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Debt Security, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of Debt Securities, or any redemption or repayment of Debt Securities, or any conversion or exchange of Debt Securities for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of transfer such transfer, exchange, repayment, or exchange of Securitiesconversion from the Holder requesting such transfer, other than exchanges pursuant to Section 304exchange, 906repayment, 1107 or conversion. Except as otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partprovided herein, the Company shall will not be required (Ai) to issue, register the transfer of of, or exchange any Debt Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Debt Securities selected for redemption under Section 1103 10.3 and ending at the close of business on the day of such mailingselection, or (Bii) to register the transfer of or exchange any Security Debt Security, or portion thereof, so selected for redemption redemption, except in whole or the case of any Debt Security to be redeemed in part, except the unredeemed portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.7 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Debt Securities upon transfer or exchange of other Debt Securities. No Registrar will be required to make registrations of transfer or exchange of Debt Securities during any periods designated in the Debt Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Debt Security being redeemed (including any transfers between or among Depositary participants or beneficial owners of interests in partany Global Debt Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Unless the Company has appointed an agent other than the Trustee as "Security Registrar", the Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, series of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions Notwithstanding the foregoing, any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of clauses Persons other than the Depositary for such Security or its nominee only if (1)i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when such Depository is requested to be so registered in order to act as Depositary, (2)ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, (3) and (4) below shall apply only a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Securities:Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary.

Registration of Transfer and Exchange. The Company Excess Distribution ------------------------------------- Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred maintained pursuant to as the “Security Register”paragraph (f) below, an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Chase Manhattan Bank USA, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause JPMorgan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the Holderholder of the Excess Distribution Certificate, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company Bank shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company Bank in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Bank shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company Bank in a Place of Payment for that series, the Company Bank shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company Bank shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which that the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyBank, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Bank or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Bank and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company Bank or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise 1303 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company Bank shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a warrant register (the “Warrant Register”) as they are issued. The Company shall cause be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be kept at registered in the Corporate Trust Office name of a fiduciary or the Trustee nominee of a register (fiduciary unless made with the register maintained actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such office and in any other office registration of transfer, or agency with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable on the books of the Company in a Place only upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of Payment being herein sometimes collectively referred succession, assignment, or authority to as the “Security Register”) in whichtransfer. In all cases of transfer by an attorney, subject to such reasonable regulations as it may prescribeexecutor, administrator, guardian, or other legal representative, duly authenticated evidence of his, her, or its authority shall be produced. Upon any registration of transfer, the Company shall provide for deliver a new Warrant or Warrants to the registration of Securities and of transfers of Securitiesperson entitled thereto. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series This Warrant may be exchanged, at the office or agency option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares (or portions thereof), upon surrender to the Company in a Place of Payment for that seriesor its duly authorized agent. Notwithstanding the foregoing, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliverhave no obligation to cause Warrants to be transferred on its books to any person if, in the name opinion of counsel to the designated transferee or transfereesCompany, one or more new Securities of such transfer does not comply with the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender provisions of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon Act and the Trustee shall authenticate rules and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:regulations thereunder.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office of the Trustee security registrar designated pursuant to this Section 305 or Section 1002 (the “Security Registrar”) a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby initially appointed “Security Registrar” Registrar for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount. At Subject to the conditions set forth below and to Section 205, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and or the Security Registrar duly executed, by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, Neither the Company nor the Security Registrar shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions None of clauses (1)the Company, (2)the Trustee, (3) and (4) below shall apply only any Paying Agent or the Securities Registrar will have any responsibility or liability for any aspect of the Depositary’s records relating to or payments made on account of beneficial ownership interests in a Global Securities:Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained 1) Except as otherwise provided in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that seriesSubordinated Note, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesSubordinated Notes denominated as authorized in or under this Indenture, of any authorized denominations and of a like tenor and aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder, Securities of any series Subordinated Notes may be exchanged for other Securities of the same seriesSubordinated Notes containing identical terms and provisions, of in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like tenor and aggregate principal amount, upon surrender of the Securities Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Securities Subordinated Notes are so surrendered for exchange, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, subject to the Securities which terms hereof, the Subordinated Notes that the Holder making the exchange is entitled to receive. All Securities Subordinated Notes issued upon any registration of transfer or exchange of Securities shall Subordinated Notes will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities Subordinated Notes surrendered upon such registration of transfer or exchange. Every Security Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Subordinated Note duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of SecuritiesSubordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 the Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise not involving any transfer. If the Securities of any series (provided in or of any series and specified tenor) are to be redeemed in partunder this Indenture, the Company shall will not be required (Ai) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) Subordinated Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities selected for redemption Subordinated Notes under Section 1103 1003 and ending at the close of business on the day of such mailingselection, or (Bii) to register the transfer of or exchange any Security Subordinated Note, or portion thereof, so selected for redemption redemption, except in whole or the case of any Subordinated Note to be redeemed in part, except the unredeemed portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 206 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Security being redeemed interest in partany Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partredeemed, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Issuers shall cause to be kept at one of their offices or agencies maintained pursuant to Section 1002 or at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company Issuers in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to Section 203 and to such reasonable regulations as it may prescribe, the Company Issuers shall provide for the registration of Securities and of transfers of Securities. The Trustee initially is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon The Issuers may act as Security Registrar and may change or appoint a Security Registrar without prior notice to Holders or to the Trustee. Subject to Section 203, upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company Issuers shall execute, if applicable the Subsidiary Guarantors Guarantor shall execute the notations of Subsidiary Guarantees endorsed thereon on, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At Subject to Section 203, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company Issuers shall execute, if applicable the Subsidiary Guarantors Guarantor shall execute the notations of Subsidiary Guarantees endorsed thereon on, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Subject to Section 203, all Securities issued upon any registration of or transfer or exchange of Securities and the Guarantees thereon shall be the valid obligations of the CompanyIssuers and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuers and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company Issuers may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 203, 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company The Issuers shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption (under Section 1103 1103) and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall executeexecute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, if applicable the Subsidiary Guarantors and Parent shall execute the notations form of Subsidiary Guarantee or Guarantees endorsed thereon thereon, and the Trustee shall authenticate and deliver, in the name deliver such Security or Securities upon receipt of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountan Authentication Order. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the The Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions All Securities issued upon any registration of clauses (1)transfer or exchange of Securities shall be the valid obligations of the Company and Parent, (2)evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile, to be followed by delivery of the original document to Trustee within three (3) and (4) below shall apply only to Global Securities:Business Days of delivery by facsimile.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article 2 and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed hereby or as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. The Company initially appoints the Trustee as Security Registrar hereunder. To permit registrations of transfers and exchanges, the Company shall executeexecute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliverdeliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, in except the name of the designated transferee or transferees, one or more new Securities of the same series, unredeemed portion of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receiveSecurity being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantor, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered Prior to such due presentment for the registration of a transfer or for exchange shall (if so required by the Company or of any Security, the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, any paying agent and the Security Registrar duly executedmay deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, by and none of the Holder thereof Trustee, the Company, the paying agent or his attorney duly authorized in writing. No service charge the Security Registrar shall be made for any affected by notice to the contrary. All certifications, certificates and opinions of counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:submitted by facsimile.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " of each series of Securities for the purpose of registering Securities and transfers of Securities as herein providedprovided at the Corporate Trust Office. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a any Place of Payment for that such series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations and a Responsible Officer of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, deliver (in the name of the designated transferee or transferees, ) one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and aggregate principal amountbearing a number not contemporaneously outstanding. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at such the office or agencyagency of the Company in any Place of Payment for such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations and a Responsible Officer of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 1007 or otherwise 1205 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company may but shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 403 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partpart or (iii) to register the transfer of or exchange any certificated Securities during a period beginning five days before the date of Maturity with respect to such Security and ending on such date of Maturity. The provisions Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, no Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the name of, and no transfer of a Global Security of any series may be registered to, any Person other than the Depositary for such Security or its nominee, unless (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or the Company determines that the Depositary is unable to continue as Depositary and the Company thereafter fails to appoint a successor Depositary, (ii) the Company provides for such exchange or registration of transfer pursuant to Section 301 of this Indenture, (iii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registrable, or (iv) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series which entitles the Holders of such Securities to accelerate the maturity thereof. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (1i), (2ii), (3iii) or (iv) of the preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such series, such Global Security may be exchanged for Securities not bearing the legend specified in Section 203 and registered in the names of such Persons as may be specified by the Depositary (4) below shall apply only including Persons other than the Depositary or its nominees). Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to Global Securities:a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary.

Registration of Transfer and Exchange. The Company Excess Distribution ------------------------------------- Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred maintained pursuant to as the “Security Register”paragraph (f) below, an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Chase Manhattan Bank USA, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the Holderholder of the Excess Distribution Certificate, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall cause to be kept at an office or agency to be maintained by the Corporate Trust Office of the Trustee Company in accordance with Section 1002 a register (being the combined register maintained in such office and in any other office or agency of the Company in a Place Security Registrar and all transfer agents designated pursuant to Section 1002 for the purpose of Payment being herein registration of transfer of Securities and sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of each series of Registered Securities and the registration of transfers of such Registered Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of a any series at the office or agency of the Company maintained pursuant to Section 1002 for such purpose in a Place of Payment for that such series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, series of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, series of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Unless otherwise provided with respect to any series of Securities, Bearer Securities may not be issued in exchange for Registered Securities. At the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified pursuant to Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to the Trustee and the Common Depositary (which instructions shall be in writing but need not comply with Section 102 or be accompanied by an Opinion of Counsel) by the Common Depositary or such other depositary or Common Depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series is to be redeemed and ending on the relevant Redemption Date; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such permanent global Security shall be returned by the Trustee to the Common Depositary or such other depositary or Common Depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, then interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeTrustee or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day any selection of the mailing Securities of a notice of redemption of any such Securities selected for redemption under Section 1103 that series to be redeemed and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of such mailingthe mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption, or if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (Bii) to register the transfer of or exchange any Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption. The provisions Notwithstanding the foregoing and except as otherwise specified pursuant to Section 301, any Book-Entry Security shall be exchangeable pursuant to this Section 305 or Sections 304, 906 and 1107 for Securities registered in the name of, and a transfer of a Book-Entry Security of any series may be registered to, any Person other than the Depository for such Security or its nominee only if (i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Book-Entry Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable and the transfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default, or an event which after notice of lapse of time would be an Event of Default, with respect to the Securities of such series. Upon the occurrence in respect of any Book-Entry Security of any series of any one or more of the conditions specified in clauses (1i), (2)ii) or (iii) of the preceding sentence or such other conditions as may be specified, such Book-Entry Security may be exchanged for Securities registered in the names of, and the transfer of such Book-Entry Security may be registered to, such Persons (3including Persons other than the Depository with respect to such series and its nominees) as such Depository shall direct. Notwithstanding any other provision of this Indenture, any Security authenticated and (4) below delivered upon registration of transfer of, or in exchange for, or in lieu of, any Book-Entry Security shall apply only also be a Book-Entry Security and shall bear the legend specified in Section 204 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, a Book-Entry Security pursuant to Global Securities:the preceding sentence.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Securities (the register registers maintained in such office the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed “as security registrar (the "Security Registrar” ") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Registered Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denominations denomination and of a like tenor and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officer's Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Company and the Security Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise 1305 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities selected for redemption of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of such mailingthe mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (Bii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions , or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of clauses that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (1)iv) to issue, (2)register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, (3) and (4) below shall apply only except the portion, if any, of such Security not to Global Securities:be so repaid.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series Note at the office or agency of the Company in a Place of Payment for that seriesIssuer designated pursuant to Section 1002, the Company Issuer shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, Notes of any authorized denomination or denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Securities of any series Notes may be exchanged for other Securities of the same series, Notes of any authorized denominations denomination and of a like tenor and aggregate principal amount, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchange, the Company Issuer shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities Notes which the Holder making the exchange is entitled to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer or the TrusteeNote Registrar) be duly endorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Company Issuer and the Security Registrar Note Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. The transferor of any Note shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Neither the Note Registrar nor the Issuer will be required to register the transfer or exchange of any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesNotes, but the Company Issuer may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section Sections 202, 304, 906, 1107 1013 or otherwise 1108 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:.

Registration of Transfer and Exchange. The With respect to each series of Securities, the Company shall cause to be kept at the Corporate Trust Office one of the Trustee offices or agencies maintained pursuant to Section 1002 a register (the register maintained in such office and in any other office or agency of established by the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities of that series and of transfers of SecuritiesSecurities of that series. The Trustee is hereby appointed “Pursuant to Section 301, the Company shall appoint, with respect to Securities of each series, a "Security Registrar” " for the purpose of registering such Securities and transfers and exchanges of such Securities as herein provided. In the event the Trustee shall not be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. Upon surrender for registration of transfer of any Security of a any series at the designated office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee or an Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and tenor, aggregate principal amountamount and Stated Maturity. At the option of the Holder, Securities of any series (except Global Securities) may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and tenor, aggregate principal amountamount and Stated Maturity, upon surrender of the Securities to be exchanged at such office or agencyagency and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee or an Authenticating Agent shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeTrustee or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar (and, if so required by the Trustee, to the Trustee) duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailingthe mailing of notice of redemption, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register for each series of Securities (the register registers maintained in such office and or in any other such office or agency of the Company in a Place of Payment being herein sometimes collectively referred to collectively as the “"Security Register”") in which, subject to such reasonable regulations as it or the Security Registrar may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Trustee Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee, at its Corporate Trust Office, is hereby initially appointed “"Security Registrar” " for the purpose of registering Registered Securities and transfers of Registered Securities on such Security Register as herein provided. Upon In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times and to require that a copy of the Security Register in written form be delivered to it from time to time as reasonably requested. Subject to the provisions of this Section 305, upon surrender for registration of transfer of any Registered Security of a any series at the any office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions. At Subject to the provisions of this Section 305, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination or denominations and of a like tenor and aggregate principal amount, containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at any such office or agency. Whenever any such Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) permitted as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If the depository for any permanent global Security is DTC, then, unless the terms of such global Security expressly permit such global Security to be exchanged in whole or in part for definitive Securities, a global Security may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is unwilling or unable to continue as depository for the applicable global Security or Securities or if at any time DTC ceases to be a clearing agency registered under the Exchange Act if so required by applicable law or regulation, the Company shall appoint a successor depository with respect to such global Security or Securities. If (x) a successor depository for such global Security or Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the applicable series of Securities represented by such global Security or Securities advise DTC to cease acting as depository for such global Security or Securities or (z) the Company, in its sole discretion, determines at any time that all Outstanding Securities (but not less than all) of any series issued or issuable in the form of one or more global Securities shall no longer be represented by such global Security or Securities (provided, however, the Company may not make such determination during the 40-day restricted period provided by Regulation S under the Securities Act or during any other similar period during which the Securities must be held in global form as may be required by the Securities Act), then the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities of like series, rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such global Security or Securities. If any beneficial owner of an interest in a permanent global Security is otherwise entitled to exchange such an interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall execute, and the Trustee shall authenticate and deliver definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered for exchange by DTC or such other depository as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise 1305 not involving any transfer. If The Company or the Securities of any series (or of any series and specified tenor) are to be redeemed in partTrustee, the Company as applicable, shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case Security if such Security may be) be among those selected for redemption during a period beginning at the opening of business 15 days before the day selection of the mailing of a notice of redemption of any such Securities selected for redemption to be redeemed under Section 1103 and ending at the close of business on (A) if such Securities are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if such mailingSecurities are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if such Securities are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (Bii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue or to register the unredeemed portion transfer or exchange of any Security being redeemed in part. The provisions which has been surrendered for repayment at the option of clauses (1)the Holder, (2)except the portion, (3) and (4) below shall apply only if any, of such Security not to Global Securities:be so repaid.

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred maintained pursuant to as the “Security Register”clause (f) below, an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. The Bank of New York shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to clause (f) below, the Company Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations cause The Bank of Subsidiary Guarantees endorsed thereon and the Trustee shall New York as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the Holderholder of the Excess Distribution Certificate, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to clause (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliate of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the mailing Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a notice non-exempt prohibited transaction in violation of redemption Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such Securities selected for redemption under Section 1103 and ending at the close of business on the day acquisition would cause a non-exempt violation of such mailingsubstantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (Biv) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (3iii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions Notwithstanding the foregoing, any Book-Entry Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of clauses Persons other than the Depository for such Security or its nominee only if (1)i) such Depository notifies the Company that it is unwilling or unable to continue as Depository for such Book-Entry Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (2)ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depository shall direct. Notwithstanding any other provision in this Indenture, (3) and (4) below shall apply only a Book-Entry Security may not be transferred except as a whole by the Depository with respect to Global Securities:such Book-Entry Security to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained 1) Except as otherwise provided in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that seriesSubordinated Note, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesSubordinated Notes denominated as authorized in or under this Indenture, of any authorized denominations and of a like tenor and aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder, Securities of any series Subordinated Notes may be exchanged for other Securities of the same seriesSubordinated Notes containing identical terms and provisions, of in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like tenor and aggregate principal amount, upon surrender of the Securities Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Securities Subordinated Notes are so surrendered for exchange, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, subject to the Securities which terms hereof, the Subordinated Notes that the Holder making the exchange is entitled to receive. All Securities Subordinated Notes issued upon any registration of transfer or exchange of Securities shall Subordinated Notes will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities Subordinated Notes surrendered upon such registration of transfer or exchange. Every Security Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Subordinated Note duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of SecuritiesSubordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 the Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise not involving any transfer. If the Securities of any series (provided in or of any series and specified tenor) are to be redeemed in partunder this Indenture, the Company shall will not be required (Ai) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) Subordinated Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities selected for redemption Subordinated Notes under Section 1103 10.03 and ending at the close of business on the day of such mailingselection, or (Bii) to register the transfer of or exchange any Security Subordinated Note, or portion thereof, so selected for redemption redemption, except in whole or the case of any Subordinated Note to be redeemed in part, except the unredeemed portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Security being redeemed interest in partany Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 20 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company Issuers shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other their office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it they may prescribe, the Company Issuers shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any If the Issuers fail to appoint or maintain another entity as Security of a series at Registrar, the office or agency Trustee shall act as such. Any of the Company in a Place Issuers or any of Payment for that seriestheir Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company Issuers shall executeexecute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, and any Guarantor thereof, if applicable the Subsidiary Guarantors applicable, shall execute the notations form of Subsidiary Guarantee or Guarantees endorsed thereon thereon, and the Trustee shall authenticate and deliver, in the name deliver such Security or Securities upon receipt of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountan Authentication Order. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the The Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions All Securities issued upon any registration of clauses (1)transfer or exchange of Securities shall be the valid obligations of the Issuers and any Guarantor thereof, (2)if applicable, evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Issuers, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Issuers, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile or sent electronically in PDF format, to be followed by delivery of the original document to Trustee within three (3) and (4) below shall apply only to Global Securities:Business Days of delivery by facsimile or PDF transmission.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall executeexecute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, if applicable the Subsidiary Guarantors and any Guarantor thereof shall execute the notations form of Subsidiary Guarantee or Guarantees endorsed thereon thereon, and the Trustee shall authenticate and deliver, in the name deliver such Security or Securities upon receipt of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountan Authentication Order. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the The Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions All Securities issued upon any registration of clauses (1)transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor thereof, (2)evidencing the same indebtedness as the Securities surrendered upon such registration of transfer or exchange. Prior to such due presentment for the registration of a transfer of any Security, the Trustee, the Company, any paying agent and the Security Registrar may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, the Company, the paying agent or the Security Registrar shall be affected by notice to the contrary. All certifications, Officer’s Certificates and Opinions of Counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange may be submitted by facsimile, to be followed by delivery of the original document to Trustee within three (3) and (4) below shall apply only to Global Securities:Business Days of delivery by facsimile.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained 1) Except as otherwise provided in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that seriesSubordinated Note, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesSubordinated Notes denominated as authorized in or under this Indenture, of any authorized denominations and of a like tenor and aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder, Securities of any series Subordinated Notes may be exchanged for other Securities of the same seriesSubordinated Notes containing identical terms and provisions, of in any authorized denominations (minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof), and of a like tenor and aggregate principal amount, upon surrender of the Securities Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Securities Subordinated Notes are so surrendered for exchange, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, subject to the Securities which terms hereof, the Subordinated Notes that the Holder making the exchange is entitled to receive. All Securities Subordinated Notes issued upon any registration of transfer or exchange of Securities shall Subordinated Notes will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities Subordinated Notes surrendered upon such registration of transfer or exchange. Every Security Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Subordinated Note duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of SecuritiesSubordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 the Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise not involving any transfer. If the Securities of any series (provided in or of any series and specified tenor) are to be redeemed in partunder this Indenture, the Company shall will not be required (Ai) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) Subordinated Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities selected for redemption Subordinated Notes under Section 1103 10.03 and ending at the close of business on the day of such mailingselection, or (Bii) to register the transfer of or exchange any Security Subordinated Note, or portion thereof, so selected for redemption redemption, except in whole or the case of any Subordinated Note to be redeemed in part, except the unredeemed portion thereof not to be redeemed. Any Registrar (if not the Trustee) appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee and the Registrar will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Security being redeemed interest in partany Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities of each series and of transfers of Securitiesthe Securities of each series. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, series of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which that the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except in the unredeemed portion case of any Security being to be redeemed in part, the portion thereof not to be redeemed. The provisions Notwithstanding any other provision in this Indenture, any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of clauses Persons other than the Depositary for such Global Security or its nominee only when (1i) such Depositary notifies the Company and the Trustee in writing that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days, (ii) the Company in its sole discretion determines that Securities shall no longer be represented by a Global Security and executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable, (iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the Securities represented by such Global Security or (iv) there shall exist such other circumstances, if any, as shall be specified for this purpose as contemplated by Section 301. Any Global Security that is exchangeable pursuant to clause (i), (2ii), (3iii) or (iv) above, shall be surrendered by the Depositary, or such other depositary as shall be specified in the Company Order with respect thereto to, the Trustee, as the agent for such purpose, to be exchanged, in whole or in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent Global Security, an equal aggregate principal amount of definitive Securities, executed by the Company, of the same series of authorized denominations and of like tenor as the portion of such Global Security to be exchanged, which shall be in the form of registered Securities as provided in the Company Order. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security other than pursuant to clauses (4i), (ii), (iii) below or (iv) in the preceding paragraph, whether pursuant to this Section, Sections 304, 306, 906 or 1107 or otherwise, shall apply only to be authenticated and delivered in the form of, and shall be, a Global Securities:Security.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained 1) Except as otherwise provided in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in whichunder this Indenture, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that seriesSubordinated Note, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesSubordinated Notes denominated as authorized in or under this Indenture, of any authorized denominations and of a like tenor and aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At Except as otherwise provided in or under this Indenture, at the option of the Holder, Securities of any series Subordinated Notes may be exchanged for other Securities of the same seriesSubordinated Notes containing identical terms and provisions, of in any authorized denominations (minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof), and of a like tenor and aggregate principal amount, upon surrender of the Securities Subordinated Notes to be exchanged at such any office or agencyagency for such purpose. Whenever any Securities Subordinated Notes are so surrendered for exchange, the Company shall will execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall will authenticate and deliver, subject to the Securities which terms hereof, the Subordinated Notes that the Holder making the exchange is entitled to receive. All Securities Subordinated Notes issued upon any registration of transfer or exchange of Securities shall Subordinated Notes will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities Subordinated Notes surrendered upon such registration of transfer or exchange. Every Security Subordinated Note presented or surrendered for registration of transfer or for exchange shall or redemption will (if so required by the Company or the TrusteeRegistrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Subordinated Note duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any registration of transfer or exchange of SecuritiesSubordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in connection with any registration of the transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 the Subordinated Notes from the Holder requesting such transfer or exchange. Except as otherwise not involving any transfer. If the Securities of any series (provided in or of any series and specified tenor) are to be redeemed in partunder this Indenture, the Company shall will not be required (Ai) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) Subordinated Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities selected for redemption Subordinated Notes under Section 1103 10.03 and ending at the close of business on the day of such mailingselection, or (Bii) to register the transfer of or exchange any Security Subordinated Note, or portion thereof, so selected for redemption redemption, except in whole or the case of any Subordinated Note to be redeemed in part, except the unredeemed portion thereof not to be redeemed. Any Registrar appointed in accordance with Section 2.06 hereof will provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Subordinated Notes upon transfer or exchange of Subordinated Notes. No Registrar will be required to make registrations of transfer or exchange of Subordinated Notes during any periods designated in the Subordinated Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made. The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Security being redeemed interest in partany Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Subordinated Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Neither the Trustee nor any Paying Agent will have any responsibility for any actions taken or not taken by the Depositary.

Registration of Transfer and Exchange. The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security "Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Securities Notes and the registration of transfers of SecuritiesNotes. The Indenture Trustee is hereby appointed “Security shall initially be "Note Registrar” " for the purpose of registering Securities Notes and transfers of Securities Notes as herein provided. Upon any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than Indenture Trustee is appointed by Issuer as Note Registrar, Issuer will give Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Security of a series Note at the office or agency of the Company Issuer to be maintained as provided in a Place of Payment for that series, the Company shall executeSection 3.2, if applicable the Subsidiary Guarantors requirements of Section 8-401(1) of the UCC are met Issuer shall execute the notations of Subsidiary Guarantees endorsed thereon and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, in the name of the designated transferee or transferees, one or more new Securities Notes, in any authorized denominations, of the same series, of any authorized denominations class and of a like tenor and aggregate principal amount. At the option of the Holder, Securities of any series Notes may be exchanged for other Securities Notes in any authorized denominations, of the same series, of any authorized denominations class and of a like tenor and aggregate principal amount, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchange, if the Company shall execute, if applicable requirements of Section 8-401(1) of the Subsidiary Guarantors UCC are met Issuer shall execute the notations of Subsidiary Guarantees endorsed thereon and the upon its written request Indenture Trustee shall authenticate and deliverthe Noteholder shall obtain from Indenture Trustee, the Securities Notes which the Holder Noteholder making the exchange is entitled to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall be (if so required by the Company or the Trusteei) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Note Registrar duly executedexecuted by, by the Holder thereof or his such Holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of Note Registrar which requirements include membership or participation in a Securities Transfer Agents Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by Note Registrar in addition to, or in substitution for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of SecuritiesNotes, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 304, 906, 1107 2.3 or otherwise 9.6 not involving any transfer. If the Securities The preceding provisions of any series (or of any series and specified tenor) are to be redeemed in partthis section notwithstanding, the Company Issuer shall not be required (A) to issue, make and Note Registrar need not register the transfer transfers or exchanges of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities Notes selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions Note for a period of clauses (1), (2), (3) and (4) below shall apply only 15 days preceding the due date for any payment with respect to Global Securities:the Note.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Securities (the register registers maintained in such office the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the “Security Registrar” ”) for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Registered Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denominations denomination and of a like tenor and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers’ Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any permanent global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue in its capacity as Depository and a successor depositary is not appointed by the Company within 60 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, provided, that any such exchange shall be subject to compliance with the Depository’s procedures therefor, or (iii) an Event of Default has occurred and is continuing with respect to the Securities of the same series. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified in this paragraph or as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Depository or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Company and the Security Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise 1305 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of any such Securities selected for redemption of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the day series are issuable only as Registered Securities, the date of such mailingthe mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the date of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (Bii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions , or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of clauses that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (1)iv) to issue, (2)register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, (3) and (4) below shall apply only except the portion, if any, of such Security not to Global Securities:be so repaid.

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Excess Distribution Certificate Registrar shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Xxxxx Fargo Bank, N.A. shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Owner Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause Xxxxx Fargo Bank, N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Owner Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountits authenticating agent. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Owner Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Owner Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Owner Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan, (ii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailingCode, or (Biii) any “pass-thru entity” referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (3ii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute, if applicable execute a new Security or Securities of the Subsidiary Guarantors shall execute same series as the notations of Subsidiary Guarantees endorsed thereon Security presented for a like aggregate principal amount and in authorized denominations and the Trustee shall authenticate and deliverdeliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, in except the name of the designated transferee or transferees, one or more new Securities of the same series, unredeemed portion of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receiveSecurity being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations Obligations of the Company, Company evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered Prior to such due presentment for the registration of a transfer or for exchange shall (if so required by the Company or of any Security, the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, any paying agent and the Security Registrar duly executedmay deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, by and none of the Holder thereof Trustee, the Company, the paying agent or his attorney duly authorized in writing. No service charge the Security Registrar shall be made affected by notice to the contrary. The Company is not required to transfer or exchange any Security of any series selected for any redemption during a period of 15 days before mailing or otherwise delivering a notice of redemption of Securities of such series to be redeemed. All certifications, certificates and opinions of counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection submitted by facsimile or electronic transfer. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any registration restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of transfer any interest in any Security or exchange of Securities, Securities other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day require delivery of such mailingcertificates and other documentation or evidence as are expressly required by, or (B) and to register do so if and when expressly required by the transfer of or exchange any Security so selected for redemption in whole or in partterms of, except this Indenture, and to examine the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only same to Global Securities:determine substantial compliance as to form with the express requirements hereof.

Registration of Transfer and Exchange. The Company shall cause to be kept at in each office designated pursuant to Section 602, with respect to the Corporate Trust Office Debt Securities of the Trustee each series or any Tranche thereof, a register (the register maintained all registers kept in such office and in any other office or agency of the Company in a Place of Payment accordance with this Section being herein sometimes collectively referred to as the “"Debt Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Debt Securities of such series or Tranche and the registration of transfers of Securitiestransfer thereof. The Trustee Company shall designate one Person to maintain the Debt Security Register for the Debt Securities of each series on a consolidated basis, and such Person is hereby appointed “referred to herein, with respect to such series, as the "Debt Security Registrar” ". Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices as an office in which a register with respect to the Debt Securities of one or more series, or any Tranche or Tranches thereof, shall be maintained, and the Company may designate itself the Debt Security Registrar with respect to one or more of such series. The Debt Security Register shall be open for inspection by the purpose Trustee and the Company at all reasonable times. Except as otherwise specified as contemplated by Section 301 with respect to the Debt Securities of registering Securities and transfers of Securities as herein provided. Upon any series, or any Tranche thereof, upon surrender for registration of transfer of any Debt Security of a such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for that seriessuch series or Tranche, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Debt Securities of the same seriesseries and Tranche, of any authorized denominations and of like tenor and aggregate principal amount. At Except as otherwise specified as contemplated by Section 301 with respect to the Debt Securities of any series, or any Tranche thereof, any Debt Security of such series or Tranche may be exchanged at the option of the Holder, Securities of any series may be exchanged for other one or more new Debt Securities of the same seriesseries and Tranche, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Debt Securities to be exchanged at any such office or agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. All Debt Securities issued delivered upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Trustee or the TrusteeDebt Security Registrar) be duly endorsed, endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and Company, the Trustee or the Debt Security Registrar Registrar, as the case may be, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No Unless otherwise specified as contemplated by Section 301 with respect to Debt Securities of any series, or any Tranche thereof, no service charge shall be made for any registration of transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Debt Securities, other than exchanges pursuant to Section 304, 906, 1107 406 or otherwise 1206 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (A) to issue, register execute or to provide for the registration of transfer of or the exchange any of (a) Debt Securities of that series (any series, or of that series and specified tenorany Tranche thereof, as the case may be) during a period beginning at the opening of business 15 days before immediately preceding the day of the mailing of a notice of redemption of any such the Debt Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, series or Tranche is to be given or (Bb) to register the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Debt Security being redeemed in part. The provisions None of clauses (1)the Company, (2)the Trustee, (3) and (4) below shall apply only any Paying Agent or the Debt Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Securities:Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, any Security or Securities of any series series, other than a Global Security, may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued delivered upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section Sections 304, 906, 906 or 1107 or otherwise hereof not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 hereof and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1)this Section 305 are, (2)with respect to any Global Security, (3) and (4) below shall apply only subject to Global Securities:Section 311 hereof.

Registration of Transfer and Exchange. The Unless otherwise provided pursuant to Section 301, the Company shall cause to be kept at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment designated pursuant to Section 1002 being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities of any series and of transfers of SecuritiesSecurities of any series. The Trustee is hereby appointed “or an agent thereof or of the Company shall initially be the "Security Registrar” " for the purpose of registering Securities of any series and transfers of Securities of any series as herein provided. Upon Procedures with respect to the registration and registration of transfer and exchange, and other matters related thereto, with respect to Bearer Securities shall be provided pursuant to Section 301. Unless otherwise provided pursuant to Section 301, upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that seriesdesignated pursuant to Section 1002, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, that series of any authorized denominations and denomination or denominations, of a like tenor and aggregate principal amount. At Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in the Securities shall be required to be reflected in a book entry. Unless otherwise provided pursuant to Section 301, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, that series of any authorized denominations and denomination or denominations, of a like tenor and aggregate principal amount, upon surrender of the Securities of that series to be exchanged at such office or agency. Whenever any Securities of any series are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities of that series which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities of any series shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities of the series surrendered upon such registration of transfer or exchange. Every Unless otherwise provided pursuant to Section 301, every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of SecuritiesSecurities of any series, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section Sections 303, 304, 305, 306, 307 and 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are Unless otherwise provided pursuant to be redeemed in partSection 301, the Company shall not be required (Aa) to issue, register the transfer of or exchange any Securities Security of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business (i) 15 days before the day date of the mailing selection of a notice Securities of redemption of any such Securities selected that series for redemption under Section 1103 1104 and ending at the close of business on the day of such mailingselection or (ii) 15 days before an Interest Payment Date and ending on the close of business on the Interest Payment Date, or (Bb) to register the transfer of or exchange any Security of that series so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities of that series being redeemed in part. The provisions Except as otherwise permitted pursuant to Section 304, any Security of clauses (1)a series authenticated and delivered upon registration of transfer of, (2)or in exchange for, (3) or in lieu of, any Global Security, whether pursuant to this Section, Sections 304, 307, 906 or 1108 or otherwise, shall also be a Global Security and (4) below shall apply only to Global Securities:bear the legend specified in Section 202.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office of the Trustee Security Registrar designated pursuant to this Section 305 or Section 1002 a register (being the combined register maintained in such office and in any other office or agency of the Company in a Place of Payment being Security Registrar and any Co-Security Registrars and herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of for transfers of Securities. The Trustee is hereby initially appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Security Registrar or the Trusteeany Co-Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and Company, the Security Registrar or such Co-Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If Neither the Securities of any series (or of any series and specified tenor) are to be redeemed in partCompany, the Company Security Registrar nor any Co-Security Registrar shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 205, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 301(13) shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. The provisions Company may at any time and in its sole discretion determine that the Securities of clauses (1)any series issued in the form of one or more Book-Entry Securities shall no longer be represented by such Book-Entry Security or Securities. In such event, (2)the Company will execute, (3) and (4) below the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing such series in exchange for such Book-Entry Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Securities, or if an Event of Default, or an event which with notice, lapse of time or both would be an Event of Default with respect to the Securities of such series has occurred and is continuing, a Person owning a beneficial interest in a Book-Entry Security for Securities of such series may instruct the Depositary for such series of Securities to surrender such Book- Entry Security for such series of Securities in exchange in whole or in part for Securities of such series of like tenor in definitive registered form. Thereupon, the Company shall apply only to Global Securitiesexecute, and the Trustee shall authenticate and deliver, without service charge:

Registration of Transfer and Exchange. The Company Corporation shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency of the Company Corporation in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company Corporation in a Place of Payment for that series, the Company Corporation shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, with the Guarantees executed by the Guarantor endorsed thereon. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company Corporation shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities Securities, with the Guarantees of the Guarantor endorsed thereon, which the Holder making the exchange is entitled to receive. All Securities and Guarantees issued upon any registration of transfer or exchange of Securities and the Guarantees endorsed thereon shall be the valid obligations of the CompanyCorporation and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Corporation, the Guarantor or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation, the Guarantor and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made assessed against the Holder for any registration of transfer or exchange of Securities, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 906 or otherwise 1106 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partredeemed, the Company Corporation shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a any series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 906 or 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Ai) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (Bii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions Notwithstanding the foregoing and except as otherwise specified or contemplated by Section 301, no Global Security shall be exchangeable pursuant to this Section 305 or Sections 304, 906 and 1107 for Securities registered in the name of, and no transfer of clauses a Global Security of any series may be registered to, any Person other than the Depositary for such Security or its nominee, unless (1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) ceases to be a clearing agency registered under the Exchange Act, (2) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registerable, or (3) there shall have occurred and be continuing an Event of Default, or an event which with notice or lapse of time or both would become an Event of Default, with respect to the Securities evidenced by such Global Security. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clause (1), (2), ) or (3) of the preceding sentence or such other conditions as may be specified as contemplated by Section 301 for such series, such Global Security may be exchanged for Securities registered in the names of, and the transfer of such Global Security may be registered to, such Persons (4including Persons other than the Depositary with respect to such series and its nominees) below as such Depositary shall apply only direct. Notwithstanding any other provision of this Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security shall also be a Global Security and shall bear the legend specified in Section 204 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, a Global Security pursuant to Global Securities:the preceding sentence.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agencyagency of the Company. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3043.4, 906, 1107 Article XI or otherwise 3.7 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, neither the Company nor the Registrar shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 4.3 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall executeexecute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, if applicable the Subsidiary Guarantors and Parent shall execute the notations form of Subsidiary Guarantee or Guarantees endorsed thereon thereon, and the Trustee shall authenticate and deliverdeliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, in except the name of the designated transferee or transferees, one or more new Securities of the same series, unredeemed portion of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receiveSecurity being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and Parent, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered Prior to such due presentment for the registration of a transfer or for exchange shall (if so required by the Company or of any Security, the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, any paying agent and the Security Registrar duly executedmay deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, by and none of the Holder thereof Trustee, the Company, the paying agent or his attorney duly authorized in writing. No service charge the Security Registrar shall be made for any affected by notice to the contrary. All certifications, certificates and opinions of counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:submitted by facsimile.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment designated pursuant to Section 1102 being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee Paying Agent is hereby initially appointed “"Security Registrar” " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series security at the office or agency of the Company in a Place of Payment for that seriesdesignated pursuant to Section 1102, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee or the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesany authorized denomination or denominations, of any authorized denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same seriesany authorized denomination or denominations, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee or the Authenticating Agent shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 906 or otherwise 1208 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partThe Company, the Company Trustee or the Security Registrar, as the case may be, shall not be required (Aa) to issue, authenticate, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such the Securities selected for redemption under Section 1103 1204 and ending at the close of business on the day of such mailing, or (Bb) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall execute, if applicable execute a new Security or Securities of the Subsidiary Guarantors shall execute same series as the notations of Subsidiary Guarantees endorsed thereon Security presented for a like aggregate principal amount and in authorized denominations and the Trustee shall authenticate and deliverdeliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, in except the name of the designated transferee or transferees, one or more new Securities of the same series, unredeemed portion of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receiveSecurity being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations Obligations of the Company, Company evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered Prior to such due presentment for the registration of a transfer or for exchange shall (if so required by the Company or of any Security, the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, any paying agent and the Security Registrar duly executedmay deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, by and none of the Holder thereof Trustee, the Company, the paying agent or his attorney duly authorized in writing. No service charge the Security Registrar shall be made affected by notice to the contrary. The Company is not required to transfer or exchange any Security of any series selected for any redemption during a period of 15 days before mailing or otherwise delivering a notice of redemption of Securities of such series to be redeemed. All certifications, certificates and opinions of counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:submitted by facsimile.

Registration of Transfer and Exchange. The Company shall keep, or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other its office or agency of the Company designated for such purpose as provided in Section 4.02, a Place of Payment being herein sometimes collectively referred to as register or registers (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration Securities and the transfers of Securities as provided in this Article II and of transfers of Securitieswhich at all reasonable times shall be open for inspection by the Trustee. The Trustee is hereby appointed “Security Registrar” registrar for the purpose of registering Securities and transfers the transfer of Securities as herein providedprovided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for registration of transfer of any Security of a series at the office or agency of If the Company in a Place fails to appoint or maintain another entity as Security Registrar, the Trustee shall act as such. The Company or any of Payment for that seriesits Subsidiaries may act as Security Registrar. To permit registrations of transfers and exchanges, the Company shall executeexecute a new Security or Securities of the same series as the Security presented for a like aggregate principal amount and in authorized denominations, if applicable the Subsidiary Guarantors Guarantor shall execute the notations of Subsidiary Guarantees a new Guarantee to be endorsed thereon and the Trustee shall authenticate and deliverdeliver such Security or Securities upon receipt of an Authentication Order. The Trustee shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, in except the name of the designated transferee or transferees, one or more new Securities of the same series, unredeemed portion of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receiveSecurity being redeemed in part. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantor, as applicable, evidencing the same debtindebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered Prior to such due presentment for the registration of a transfer or for exchange shall (if so required by the Company or of any Security, the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Guarantor, any paying agent and the Security Registrar duly executedmay deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, by and none of the Holder thereof Trustee, the Company, the Guarantor, the paying agent or his attorney duly authorized in writing. No service charge the Security Registrar shall be made for any affected by notice to the contrary. All certifications, certificates and opinions of counsel required to be submitted to the Trustee pursuant to this Section 2.05 to effect a registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:submitted by facsimile.

Registration of Transfer and Exchange. The Company Excess Distribution ------------------------------------- Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred maintained pursuant to as the “Security Register”paragraph (f) below, an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. The Chase Manhattan Bank shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the Holderholder of the Excess Distribution Certificate, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities issued hereunder (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes hereinafter collectively referred to as the “Debt Security Register”) ), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the transfer of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Registered Securities as herein in this Article II provided. Upon surrender At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.18, upon due presentment for registration of transfer of any Registered Security of a series at the any office or agency of to be maintained by the Company in a Place accordance with the provisions of Payment for that seriesSection 4.02, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, one including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or more new registration of transfer of the Registered Securities shall be kept at the corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.18, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.06(h) or 2.06(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holderdenomination or denominations, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at such the office or agencyagency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder’s Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Debt Securities which that the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or Notwithstanding the foregoing, the exchange of Bearer Securities shall for Registered Securities will be the valid obligations of the Company, evidencing the same debt, and entitled subject to the same benefits under this Indenture, as the provisions of United States income tax laws and regulations applicable to Debt Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning effect at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day time of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:exchange.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment specified therefor being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and transfer or exchange of transfers of SecuritiesDebentures. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers or exchanges of Securities Debentures as herein provided. Upon surrender for registration of transfer of any Security of a series Debenture at the Corporate Trust Office of the Trustee or any office or agency of specified therefor by the Company in a Place of Payment for that seriesCompany, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same seriesDebentures, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor. At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of the same seriesDebentures, of any authorized denominations and of a like tenor and aggregate principal amountamount and tenor, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities Debentures which the Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of SecuritiesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures, other than exchanges pursuant to Section 3042.11, 906, 1107 Section 8.06 or otherwise Section 10.07 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (A1) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities Debentures selected for redemption under Section 1103 10.03 and ending at the close of business on the day of such mailing, or (B2) to register the transfer of or exchange of any Security Debenture so selected for redemption in whole or in part, except the unredeemed portion of any Security Debenture being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:.

Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office one of the Trustee offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Trustee is hereby appointed “Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar” " for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of a any series at the office or agency of the Company in a Place of Payment maintained for that seriessuch purpose, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized form and denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to receive. All If at any time the Depositary for the Debt Securities issued upon of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at any registration time the Depositary for the Debt Securities of transfer or exchange of Securities such series shall no longer be eligible under Section 303(h), the valid obligations of the Company, evidencing the same debt, and entitled Company shall appoint a successor Depositary with respect to the same benefits under this Indenture, as Debt Securities of such series. If a successor Depositary for the Debt Securities surrendered upon of such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 301(9) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee) , upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more Global Securities shall no longer be duly endorsedrepresented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or be accompanied Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a written instrument series of transfer Debt Securities, the Depositary for such series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such series of like tenor and terms and in definitive form satisfactory on such terms as are acceptable to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writingsuch Depositary. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partThereupon, the Company shall not be required (A) execute, and the Trustee shall authenticate and deliver, without charge to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:Holder,

Registration of Transfer and Exchange. The Company shall cause to be kept keep, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other an office or agency of maintained by the Company in accordance with the provisions of Section 4.03, a Place register for each series of Payment registered Securities (such register being herein sometimes collectively referred to as the “"Security Register”) "), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register Securities of such series and shall register the registration transfer of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of such Securities as herein in this Article Two provided. Upon surrender At all reasonable times the Security Register shall be open for inspection by the Trustee. Subject to Sections 2.01 and 2.03, upon due presentment for registration of transfer of any such Security of a series at the such office or agency of agency, or such other offices or agencies as the Company in a Place of Payment for that seriesmay designate, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, make available for delivery in the name of the designated transferee or transfereestransferees a new Security or Securities of authorized denominations, of the same series and of like aggregate principal amount at Stated Maturity. Unless and until otherwise determined by or pursuant to one or more new Securities resolutions of the same seriesBoard of Directors, the Security Register for the purpose of any authorized denominations registration, exchange or registration of transfer of registered Securities shall be kept at the Corporate Trust Office and, for this purpose, the Trustee shall be designated the "Security Registrar". Subject to Sections 2.01 and of like tenor and aggregate principal amount. At 2.03, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, series of any authorized denominations like aggregate principal amount at Stated Maturity and of like tenor and aggregate principal amount, upon surrender of the other authorized denominations. Securities to be so exchanged shall be surrendered at such office the offices or agency. Whenever any Securities are so surrendered for exchangeagencies to be maintained by the Company as provided in Section 4.03, and the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, make available for delivery in exchange therefor the Security or Securities which the Holder making the exchange is shall be entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption or for exchange payment shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed, endorsed or be accompanied by a written instrument or instruments of transfer transfer, in form satisfactory to the Company and the Security Registrar Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or otherwise not involving any transferrelation thereto. If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the The Company shall not be required (Aa) to issue, register the transfer of or exchange any Securities of that any series (or of that series and specified tenor, as the case may be) during for a period beginning at the opening of business 15 days before the day of next preceding the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailingseries to be redeemed, or (Bb) to register the transfer of or exchange any Security so selected Securities of such series selected, called or being called for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1), (2), (3) and (4) below shall apply only to Global Securities:whole

Registration of Transfer and Exchange. The Company Excess Distribution Certificate Registrar shall keep or cause to be kept kept, at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of maintained pursuant to paragraph (f) below, the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Eligible Lender Trustee shall provide for the registration of Securities the Excess Distribution Certificate and of transfers and exchanges of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of any Security of a series the Excess Distribution Certificate at the office or agency of the Company in a Place of Payment for that seriesmaintained pursuant to paragraph (f) below, the Company Eligible Lender Trustee shall execute, if applicable the Subsidiary Guarantors authenticate and deliver (or shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall cause JPMorgan Chase Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amountauthenticating agent. At the option of the HolderExcess Distribution Certificateholder, Securities of any series the Excess Distribution Certificate may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, another Excess Distribution Certificate upon surrender of the Securities Excess Distribution Certificate to be exchanged at such the office or agencyagency maintained pursuant to paragraph (f) below. Whenever any Securities are so surrendered for exchange, the Company shall execute, if applicable the Subsidiary Guarantors shall execute the notations of Subsidiary Guarantees endorsed thereon and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security An Excess Distribution Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Eligible Lender Trustee and the Security Excess Distribution Certificate Registrar duly executed, executed by the Holder holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Securitiesthe Excess Distribution Certificate, but the Company Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to the Excess Distribution Certificate. The preceding provisions of this Section 304, 906, 1107 or otherwise not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be redeemed in partnotwithstanding, the Company Eligible Lender Trustee shall not be required (A) to issue, make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during Excess Distribution Certificate for a period beginning at the opening of business 15 days before preceding any Distribution Date with respect to the day Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the mailing Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a notice non-exempt prohibited transaction in violation of redemption Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such Securities selected for redemption under Section 1103 and ending at the close of business on the day acquisition would cause a non-exempt violation of such mailingsubstantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (Biv) any "pass-thru entity" referred to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of clauses (1Section 1(h)(10)(D), (2)E) or (F) of the Code, the income of which pass-thru entity is includible by any person referred to in clause (3iii) above. By accepting and (4) below holding the Excess Distribution Certificate, the holder hereof shall apply only be deemed to Global Securities:have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.