Common use of Registration of Transfer Clause in Contracts

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the register maintained by the Security register Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company maintained for that purpose in Issuer designated by it pursuant to the City of New YorkIndenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the securities registrar (which shall initially be Trustee or the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at Security Registrar requiring such other address as it may designate as its principal corporate trust office in the City written instrument of New York), transfer duly executed by by, the Holder registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorseries, of authorized denominations Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable Note may be exchanged in whole, but not in part, for security-printed definitive Notes, only if under the circumstances described in the Indenture and (xa) the Depositary The Depository Trust Company (“DTC”) notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for this Security the DTC global note or if at any time the Depositary DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or (yb) the Company Issuer, in its sole discretion determines that this Security shall be exchangeable for certificated Securities in discretion, elects to issue definitive registered form notes; or (zc) after the occurrence of an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to this Note, beneficial owners representing a majority in principal amount of the Securities Notes represented hereby has occurred by this Note advise the relevant clearing system through its participants to cease acting as a depository for this Note. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in definitive form of Notes equal in principal amount to such beneficial interest and is continuingto have such Notes registered in its name. Unless otherwise set forth above, provided, that the definitive Securities Notes so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered definitive form will be issued in Authorized Denominations only and will be issued in registered form only, without coupons. Subject to the terms of the Indenture, if the Notes are held in definitive form, a holder may exchange its Notes for this permanent Security, other Notes of the same series in an equal aggregate principal amount and in Authorized Denominations. Notes in definitive form may be presented for registration of transfer at the office of the Security Registrar or at the office of any portion hereof, transfer agent that the Issuer may designate and maintain. The Security Registrar or the transfer agent will make the transfer or registration only if such Securities in certificated registered form were requested by written notice to it is satisfied with the Trustee documents of title and identity of the person making the request. The Issuer may change the Security Registrar or the Securities transfer agent or approve a change in the location through which the Security Registrar by or on behalf transfer agent acts at any time, except that the Issuer will be required to maintain a security registrar and transfer agent in each place of a person who is beneficial owner payment for the Notes of an interest hereof given through this series. At any time, the Holder hereofIssuer may designate additional transfer agents for the Notes of this series. Except as provided above, owners of beneficial interests in this permanent Security The Issuer will not be entitled required to receive physical delivery (a) issue, exchange, or register the transfer of Securities this Note if it has exercised its right to redeem the Notes of the series of which this Note is a part for a period of 15 calendar days before the redemption date, or (b) exchange or register the transfer of any Notes of the series of which this Note is a part that were selected, called, or are being called for redemption, except the unredeemed portion of the Notes of the series of which this Note is a part, if being redeemed in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenturepart. No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee, and any agent of the Issuer or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether not this Note be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary, except as required by applicable law.

Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Security is registrable in the Security register Register upon surrender of this Security for registration of transfer at a Place of Payment for the office or agency series of the Company maintained for that purpose in the City Securities of New Yorkwhich this Security is a part, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), Security Registrar duly executed by by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenorseries, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This If the registered owner of this Security is exchangeable only if the Depository (xsuch a Security being referred to herein as a "Global Security") and (i) the Depositary notifies the Company that it Depository is at any time unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be depository and a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) successor depository is not appointed by the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form within 90 days following notice to the Company or (zii) an Event of DefaultDefault occurs, or an event which with the passage of Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company may at any time or the giving of notice would become an Event of Default, with respect determine not to the have Securities represented hereby has occurred by this Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and is continuing, provided, that the definitive to have such Securities registered in its name. Securities so issued in exchange for this permanent Security shall certificated form will be issued in denominations of $1,000 and (or such other denomination as shall be specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided aboveonly, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenturewithout coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

Registration of Transfer. As provided in the Indenture and subject to certain limitations set forth therein and as may be set forthforth on the face hereof, the transfer of this Security is registrable in the Security register Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose Issuer in any place where the City principal of New York(and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), Security Registrar duly executed by by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable only if (x) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for this Security or if at any time the Depositary Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, provided that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the register maintained by the Security register Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company maintained for that purpose in Issuer designated by it pursuant to the City of New YorkIndenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the securities registrar (which shall initially be Trustee or the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at Security Registrar requiring such other address as it may designate as its principal corporate trust office in the City written instrument of New York), transfer duly executed by by, the Holder registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorseries, of authorized denominations Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security Note may be exchanged in whole, but not in part, for security-printed definitive Notes, only under the circumstances described in the Indenture and (a) if this Note is exchangeable only if a global note clearing initially through The Depository Trust Company (x) the Depositary “DTC”), DTC notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for this Security the DTC global note or if at any time the Depositary DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or (yb) in the case of any other registered global note, if the Issuer is notified that any clearing system through which this Note is cleared and settled has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory or otherwise) after the original issuance of the relevant notes or has announced an intention to cease business permanently or has in fact done so and no alternative clearance system approved by the applicable noteholders is available; or (c) the Company Issuer, in its sole discretion determines that this Security shall be exchangeable for certificated Securities in discretion, elects to issue definitive registered form notes; or (zd) after the occurrence of an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to this Note, beneficial owners representing a majority in principal amount of the Securities Notes represented hereby has occurred by this Note advise the relevant clearing system through its participants to cease acting as a depository for this Note. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in definitive form of Notes equal in principal amount to such beneficial interest and is continuingto have such Notes registered in its name. Unless otherwise set forth above, provided, that the definitive Securities Notes so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered definitive form will be issued in exchange for this permanent Security, or any portion hereof, Authorized Denominations only if such Securities and will be issued in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided aboveonly, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewithwithout coupons.

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the register maintained by the Security register Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company maintained for that purpose in Issuer designated by it pursuant to the City of New YorkIndenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the securities registrar (which shall initially be Trustee or the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at Security Registrar requiring such other address as it may designate as its principal corporate trust office in the City written instrument of New York), transfer duly executed by by, the Holder registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorseries, of authorized denominations Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security Note may be exchanged in whole, but not in part, for security-printed definitive Notes, only under the circumstances described in the Indenture and (a) if this Note is exchangeable only if a global note clearing initially through The Depository Trust Company (x) the Depositary “DTC”), DTC notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for this Security the DTC global note or if at any time the Depositary DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or (yb) in the case of any other registered global note, if the Issuer is notified that any clearing system through which this Note is cleared and settled has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory or otherwise) after the original issuance of the relevant notes or has announced an intention to cease business permanently or has in fact done so and no alternative clearance system approved by the applicable noteholders is available; or (c) the Company Issuer, in its sole discretion determines that this Security shall be exchangeable for certificated Securities in discretion, elects to issue definitive registered form notes; or (zd) after the occurrence of an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to this Note, beneficial owners representing a majority in principal amount of the Securities Notes represented hereby has occurred by this Note advise the relevant clearing system through its participants to cease acting as a depository for this Note. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in definitive form of Notes equal in principal amount to such beneficial interest Table of Contents and is continuingto have such Notes registered in its name. Unless otherwise set forth above, provided, that the definitive Securities Notes so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered definitive form will be issued in Authorized Denominations only and will be issued in registered form only, without coupons. Subject to the terms of the Indenture, if the Notes are held in definitive form, a holder may exchange its Notes for this permanent Security, other Notes of the same series in an equal aggregate principal amount and in Authorized Denominations. Notes in definitive form may be presented for registration of transfer at the office of the Security Registrar or at the office of any portion hereof, transfer agent that the Issuer may designate and maintain. The Security Registrar or the transfer agent will make the transfer or registration only if such Securities in certificated registered form were requested by written notice to it is satisfied with the Trustee documents of title and identity of the person making the request. The Issuer may change the Security Registrar or the Securities transfer agent or approve a change in the location through which the Security Registrar by or on behalf transfer agent acts at any time, except that the Issuer will be required to maintain a security registrar and transfer agent in each place of a person who is beneficial owner payment for the Notes of an interest hereof given through this series. At any time, the Holder hereofIssuer may designate additional transfer agents for the Notes of this series. Except as provided above, owners of beneficial interests in this permanent Security The Issuer will not be entitled required to receive physical delivery (a) issue, exchange, or register the transfer of Securities this Note if it has exercised its right to redeem the Notes of the series of which this Note is a part for a period of 15 calendar days before the redemption date, or (b) exchange or register the transfer of any Notes of the series of which this Note is a part that were selected, called, or are being called for redemption, except the unredeemed portion of the Notes of the series of which this Note is a part, if being redeemed in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenturepart. No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee, and any agent of the Issuer or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether not this Note be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary, except as required by applicable law.

Registration of Transfer. As provided in the Indenture and subject to certain limitations set forth therein and as may be set forthforth on the face hereof, the transfer of this Security is registrable in the Security register Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose Issuer in any place where the City principal of New York(and premium, if any) on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), Security Registrar duly executed by by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable only if if: (x) the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary Depository for this Security or if at any time the Depositary Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, provided that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose in the City of New YorkChicago, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National AssociationTwo North XxXxxxx Xxxxxx, 000 Xxxx Xxxxxx - Xxxxx 0000000, Xxx XxxxXxxxxxx, XX 00000, AttnXxxxxxxx 00000 (Attention: Corporate Trust Administration, Department) or at such other address as it may designate as its principal corporate trust office in the City of New YorkChicago), duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable for a certificated Security only if (x) the Depositary notifies the Company that it is unwilling no longer willing or unable able to continue act as a Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company has not appointed a successor depositary within 90 days of that notice or becoming aware that the Depositary is no longer so registered or (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to the Securities represented hereby has occurred and is continuing, providedand the Depositary requested the issuance of certificated Securities, provided that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As provided in the Indenture and subject to certain limitations set forth therein and as may be set forthforth on the face hereof, the transfer of this Security is registrable in the Security register register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose Issuer in any place where the City principal of New York(and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities Security registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), duly executed by by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the register maintained by the Security register Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company maintained for that purpose in Corporation designated by it pursuant to the City of New YorkIndenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the securities registrar (which shall initially be Trustee or the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at Security Registrar requiring such other address as it may designate as its principal corporate trust office in the City written instrument of New York), transfer duly executed by by, the Holder registered holder hereof or his its attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorSeries, of authorized denominations Minimum Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable Note may be exchanged in whole, but not in part, for certificated notes in definitive form (referred to herein as “Certificated Notes”) only under the circumstances described in the Indenture and (a) if (x) the Depositary Depository notifies the Company Corporation that it is unwilling or unable to continue as Depositary depository for this Security the global note or if at any time the Depositary Depository ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depository is not appointed by the Corporation within 90 days after receiving such notice or becoming aware that the Depository is no longer so registered; or (yb) the Company Corporation, in its sole discretion determines that this Security shall discretion, elects to issue Certificated Notes. Certificated Notes will be exchangeable for certificated Securities issued in Minimum Denominations only and will be issued in registered form or (z) an Event of Defaultonly, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect without coupons. Subject to the Securities represented hereby has occurred and is continuingterms of the Indenture, providedif Certificated Notes are issued, that a holder may exchange its Certificated Notes for other Certificated Notes of the definitive Securities so issued same Series in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like an equal aggregate principal amount and tenor as in Minimum Denominations. Certificated Notes may be presented for registration of transfer at the portion office of the Security Registrar or at the office of any transfer agent that the Corporation may designate and maintain. The Security Registrar or the transfer agent will make the transfer or registration only if it is satisfied with the documents of title and identity of the person making the request. The Corporation may change the Security Registrar or the transfer agent or approve a change in the location through which the Security Registrar or transfer agent acts at any time, except that the Corporation will be required to maintain a security registrar and transfer agent in each place of payment for the Notes of this permanent Security to be exchangedSeries. At any time, and provided further that, unless the Company agrees otherwise, Securities Corporation may designate additional transfer agents for the Notes of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereofSeries. Except as provided above, owners of beneficial interests in this permanent Security The Corporation will not be entitled required to receive physical delivery (a) issue, exchange, or register the transfer of Securities this Note if it has exercised its right to redeem the Notes of the Series of which this Note is a part for a period of 15 calendar days before the redemption date, or (b) exchange or register the transfer of any Notes of the Series of which this Note is a part that were selected, called, or are being called for redemption, except the unredeemed portion of the Notes of the Series of which this Note is a part, if being redeemed in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenturepart. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Corporation, the Trustee, and any agent of the Corporation or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Corporation, the Trustee, nor any such agent shall be affected by notice to the contrary, except as required by applicable law.

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the register maintained by the Security register Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company maintained for that purpose in Issuer designated by it pursuant to the City of New YorkIndenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the securities registrar (which shall initially be Trustee or the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at Security Registrar requiring such other address as it may designate as its principal corporate trust office in the City written instrument of New York), transfer duly executed by by, the Holder registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorseries, of authorized denominations Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security Note may be exchanged in whole, but not in part, for security-printed definitive Notes, only under the circumstances described in the Indenture and (a) if this Note is exchangeable only if a global note clearing initially through The Depository Trust Company (x) the Depositary “DTC”), DTC notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for this Security the DTC global note or if at any time the Depositary DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or (yb) in the case of any other registered global note, if the Issuer is notified that any clearing system through which this Note is cleared and settled has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory or otherwise) after the original issuance of the relevant notes or has announced an intention to cease business permanently or has in fact done so and no alternative clearance system approved by the applicable noteholders is available; or (c) the Company Issuer, in its sole discretion determines that this Security shall be exchangeable for certificated Securities in discretion, elects to issue definitive registered form notes; or (zd) after the occurrence of an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to this Note, beneficial owners representing a majority in principal amount of the Securities Notes represented hereby has occurred and is continuing, provided, that by this Note advise the definitive Securities so issued in exchange relevant clearing system through its participants to cease acting as a depository for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewithNote.

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose in the City of New YorkChicago, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association000 Xxxxx Xxxxxx Xxxxx, 000 Xxxx Xxxxxx - Xxxxx 0000Suite 6200B, Xxx XxxxFloor 62, XX 00000Mailbox #44, AttnChicago, Illinois 60606 (Attention: Corporate Trust Administration, Department) or at such other address as it may designate as its principal corporate trust office in the City of New YorkChicago), duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable for a certificated Security only if (x) the Depositary notifies the Company that it is unwilling no longer willing or unable able to continue act as a Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company has not appointed a successor depositary within 90 days of that notice or becoming aware that the Depositary is no longer so registered or (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to the Securities represented hereby has occurred and is continuing, providedand the Depositary requested the issuance of certificated Securities, provided that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As Upon due presentment for registration of transfer of this Security at the corporate trust office of the Trustee in The Borough of Manhattan, The City of New York or at the corporate trust office of the Paying Agent in The Borough of Manhattan, The City of New York, a new Security or Securities of this series in authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to certain the limitations provided therein set forthand to the limitations described below, the transfer of without charge except for any tax or other governmental charge imposed in connection therewith. If this Security is registrable in the a Global Security register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose in the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New Yorkspecified above), duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the 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 receiving such notice or after becoming aware that the Depositary has ceased to be so registered as a clearing agency, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated definitive Securities in registered form and notifies the Trustee thereof or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, provided, that the it shall be exchangeable for definitive Securities so issued in exchange for registered form, bearing interest at the same rate, having the same date of issuance, redemption provisions, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount. If this permanent Security shall is a Global Security (as specified above), this Security may not be in denominations transferred except as a whole by the Depositary to a nominee of $1,000 and any integral multiple the Depositary or by a nominee of $1,000 in excess thereof and be the Depositary to the Depositary or another nominee of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless Depositary or by the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, Depositary or any portion hereof, only if such Securities in certificated registered form were requested by written notice nominee to a successor of the Trustee Depositary or the Securities Registrar by or on behalf a nominee of a person who is beneficial owner of an interest hereof given through the Holder hereofsuch successor. Except as provided above, owners of beneficial interests in this permanent Global Security will not be entitled to receive physical delivery of Securities in certificated registered definitive form and will not be considered the Holders thereof hereof for any purpose under the Indenture. No service charge Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be made for any such registration of transfer or exchange, but affected by notice to the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewithcontrary.

Registration of Transfer. If at any time the Depository notifies the Issuer that it is unwilling or unable to continue as Depository or if at any time the Depository shall no longer be eligible under the Indenture, the Issuer may appoint a successor Depository. If (a) a successor depository for any Debt Obligations is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility or (b) the Issuer in its sole discretion decides to allow some or all Debt Obligations to be exchangeable for definitive securities in registered form, the Issuer shall issue, and the Trustee shall authenticate and deliver, Debt Obligations in definitive form in an aggregate principal amount equal to the Principal Amount of each such Debt Obligation, registered in the name or names of the person or persons specified by the Depository in a written instruction to the Security Registrar. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security a Debt Obligation is registrable in the Security register Register, upon surrender of this Security such Debt Obligation for registration of transfer transfer, at the Corporate Trust Office or other office or agency of the Company maintained Issuer in a Place of Payment for that purpose in the City of New Yorksuch Debt Obligation, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), Security Registrar duly executed by by, the Holder hereof or his the Holder's attorney duly authorized in writing, and thereupon one or more new Securities Debt Obligations of this series and of like tenor, tenor and of authorized denominations and for the same aggregate principal amount, will shall be issued to the designated transferee or transferees. This Security is exchangeable only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewith. Prior to due presentment of a Debt Obligation for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or of the Trustee may deem and treat the person in whose name such Debt Obligation is registered as the absolute owner hereof (whether or not such Debt Obligation shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment hereof, or on account hereof, and for all other purposes, and neither the Issuer nor the Trustee nor any agent of the Issuer or of the Trustee shall be affected by any notice to the contrary. All such payments made to or upon the order of such registered holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for moneys payable on such Debt Obligation.

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the Security register Register maintained by the Security Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company maintained for that purpose in Issuer designated by it pursuant to the City of New YorkIndenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the securities registrar (which shall initially be Trustee or the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at Security Registrar requiring such other address as it may designate as its principal corporate trust office in the City written instrument of New York), transfer duly executed by by, the Holder registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenorNotes, of authorized denominations Minimum Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable Note may be exchanged in whole, but not in part, for certificated notes in definitive registered form (referred to herein as “Definitive Notes”), only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934circumstances described in the Indenture, as amendedunless otherwise specified in the Pricing Supplement. Unless otherwise set forth herein or in the Pricing Supplement, (y) the Company Definitive Notes will be issued in its sole discretion determines that this Security shall Minimum Denominations only and will be exchangeable for certificated Securities issued in registered form or (z) an Event of Defaultonly, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect without coupons. Subject to the Securities represented hereby has occurred terms and is continuingprovisions of the Indenture, providedif Definitive Notes are issued, that a holder may exchange its Definitive Notes for other Definitive Notes representing the definitive Securities so issued Notes in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like an equal aggregate principal amount and tenor in Minimum Denominations. Definitive Notes may be presented for registration of transfer at the office of the Security Registrar or at the office of any transfer agent that the Issuer may designate and maintain. The Security Registrar or the transfer agent will make the transfer or registration only if it is satisfied with the documents of title and identity of the person making the request. The Issuer may change the Security Registrar or the transfer agent or approve a change in the location through which the Security Registrar or transfer agent acts at any time, except that the Issuer will be required to maintain a transfer agent in each place of payment for the Notes of this series. At any time, the Issuer may designate additional transfer agents for the Notes of this series. Neither the Issuer nor the Security Registrar will be required to (a) issue, exchange, or register the transfer of this Note if the series of which this Note is a part is to be redeemed for a period of 15 calendar days before the delivery of the notice of redemption, or (b) exchange or register the transfer of any Notes of the series of which this Note is a part (i) that were selected, called, or are being called for redemption, except, if being redeemed in part, the unredeemed portion of the Notes, or (ii) as to which the registered holder has exercised any right to require the Issuer to repay the Notes, except, if being repaid in part, the portion of this permanent Security the Notes to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indentureremain outstanding. No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee, and any agent of the Issuer or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary, except as required by applicable law.

Registration of Transfer. The Issuer shall cause to be kept at the office of the U.S. Registrar at [Deutsche Bank Trust Company Americas, Global Transaction Banking, Trust and Securities Services, 00 Xxxx Xxxxxx — 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000], or the office of the European Registrar at [2 Xxxxxxxxx Xxxxxx-Xxxxxxxx, L-1115 Luxembourg], as applicable, a register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes issued in registered form and of transfers of such Notes. As provided in the Indenture Agency Agreement and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the Security note register maintained by the applicable Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company applicable Registrar or any transfer agent maintained for that purpose in the City of New Yorkpurpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar applicable Registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), transfer agent) duly executed by by, the Holder holder hereof or his its attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorseries, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. A1-29 This Security is exchangeable Note may be exchanged in whole, but not in part, for security-printed definitive Notes, only if that exchange is permitted by applicable law and (xi) the Depositary if this Note is a DTC global note, DTC notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for this Security the DTC global note or if at any time the Depositary DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or (yii) in the case of any other registered global note, if the Issuer is notified that any clearing system through which this Note is cleared and settled has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory, or otherwise) after the original issuance of the relevant bank notes or has announced an intention to cease business permanently or has in fact done so and no alternative clearance system approved by the applicable noteholders is available; or (iii) the Company Issuer, in its sole discretion determines that this Security shall be exchangeable for certificated Securities in discretion, elects to issue definitive registered form notes; or (ziv) after the occurrence of an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to this Note, beneficial owners representing a majority in principal amount of the Securities Notes represented hereby has occurred by this Note advise the relevant clearing system through its participants to cease acting as a depository for this Note. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in definitive form of Notes equal in principal amount to such beneficial interest and is continuingto have such Notes registered in its name. Unless otherwise set forth above, provided, that the definitive Securities Notes so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered definitive form will be issued in exchange for this permanent Security, or any portion hereof, authorized denominations only if such Securities and will be issued in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided aboveonly, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenturewithout coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Issuer, the Agents, and any agent of the Issuer or any Agent may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether not this Note be overdue, and neither the Issuer, the Agents nor any such agent shall be affected by notice to the contrary, except as required by applicable law.

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the register maintained by the Security register Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company maintained for that purpose in Issuer designated by it pursuant to the City of New YorkIndenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the securities registrar (which shall initially be Trustee or the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at Security Registrar requiring such other address as it may designate as its principal corporate trust office in the City written instrument of New York), transfer duly executed by by, the Holder registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorseries, of authorized denominations Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security Note may be exchanged in whole, but not in part, for security-printed definitive Notes, only under the circumstances described in the Indenture and (a) if this Note is exchangeable only if a global note clearing initially through The Depository Trust Company (x) the Depositary “DTC”), DTC notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for this Security the DTC global note or if at any time the Depositary DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or (yb) in the case of any other registered global note, if the Issuer is notified that any clearing system through which this Note is cleared and settled has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory or otherwise) after the original issuance of the relevant notes or has announced an intention to cease business permanently or has in fact done so and no alternative clearance system approved by the applicable noteholders is available; or (c) the Company Issuer, in its sole discretion determines that this Security shall be exchangeable for certificated Securities in discretion, elects to issue definitive registered form notes; or (zd) after the occurrence of an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to this Note, beneficial owners representing a majority in principal amount of the Securities Notes represented hereby has occurred by this Note advise the relevant clearing system through its participants to cease acting as a depository for this Note. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in definitive form of Notes equal in principal amount to such beneficial interest and is continuingto have such Notes registered in its name. Unless otherwise set forth above, provided, that the definitive Securities Notes so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered definitive form will be issued in Authorized Denominations only and will be issued in registered form only, without coupons. Subject to the terms of the Indenture, if the Notes are held in definitive form, a holder may exchange its Notes for this permanent Security, other Notes of the same series in an equal aggregate principal amount and in Authorized Denominations. Notes in definitive form may be presented for registration of transfer at the office of the Security Registrar or at the office of any portion hereof, transfer agent that the Issuer may designate and maintain. The Security Registrar or the transfer agent will make the transfer or registration only if such Securities in certificated registered form were requested by written notice to it is satisfied with the Trustee documents of title and identity of the person making the request. The Issuer may change the Security Registrar or the Securities transfer agent or approve a change in the location through which the Security Registrar by or on behalf transfer agent acts at any time, except that the Issuer will be required to maintain a security registrar and transfer agent in each place of a person who is beneficial owner payment for the Notes of an interest hereof given through this series. At any time, the Holder hereofIssuer may designate additional transfer agents for the Notes of this series. Except as provided above, owners of beneficial interests in this permanent Security The Issuer will not be entitled required to receive physical delivery (a) issue, exchange, or register the transfer of Securities this Note if it has exercised its right to redeem the Notes of the series of which this Note is a part for a period of 15 calendar days before the redemption date, or (b) exchange or register the transfer of any Notes of the series of which this Note is a part that were selected, called, or are being called for redemption, except the unredeemed portion of the Notes of the series of which this Note is a part, if being redeemed in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenturepart. No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee, and any agent of the Issuer or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether not this Note be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary, except as required by applicable law. [The Notes represented by this global certificate are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), and/or Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”), will evidence ownership of the Notes represented by this global certificate, with transfers of ownership effected on the records of Euroclear and Clearstream, Luxembourg and their participants pursuant to rules and procedures established by Euroclear and Clearstream, Luxembourg and their participants. So long as this Note is registered in the name of the Common Depository or its nominee, the Issuer will recognize Euroclear and Clearstream, Luxembourg, as the depositories of the Notes represented hereby, as the owner of the Notes represented by this global certificate for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfers of the Notes represented by this global certificate will be effected through the facilities of Euroclear and Clearstream, Luxembourg, in accordance with the rules and procedures established by those depositories. The Issuer has no responsibility for any aspect of the records kept by Euroclear and Clearstream, Luxembourg or any of their direct or indirect participants. The Issuer does not supervise these systems in any way.]4 4 These two paragraphs should be deleted if the Note is a DTC Note.

Registration of Transfer. As provided in The Warrant Agent shall register the Indenture and subject transfer, from time to certain limitations therein set forthtime, of any outstanding Warrant upon the transfer of this Security is registrable in the Security register Warrant Register, upon surrender of this Security such Warrant for registration transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer, only in the following limited circumstances: (i) transfers as a gift or gifts, by will or intestacy or to any trust for the direct or indirect benefit of transfer at the office Registered Holder or agency the immediate family of the Registered Holder (provided that any donee or transferee thereof agrees in writing to be bound by the terms hereof); (ii) the distribution of Warrants to partners, members, stockholders, other equity holders of the Registered Holder, or if the Registered Holder is a trust, trust beneficiaries, in each case, of the Registered Holder’s (provided that any transferee thereof agrees in writing to be bound by the terms hereof); (iii) transfers of Warrants to the Registered Holder’s affiliates or to any investment fund or other entity controlled or managed by the Registered Holder’s (provided that any transferee thereof agrees in writing to be bound by the terms hereof); and (iv) a tender offer of Warrants of the Company maintained for or any other transaction, including, without limitation, a merger, consolidation or other business combination, involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Registered Holder may agree to transfer, sell, tender or otherwise dispose of the Warrants in connection with any such transaction), provided that purpose in all Warrants subject to this Agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this Agreement; and provided further that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any Warrants subject to this Agreement shall remain subject to the City restrictions herein). Upon any such permitted transfer, a new Warrant representing an equal aggregate number of New York, duly endorsed by, or accompanied Warrants shall be issued and the old Warrant shall be cancelled by a written instrument of transfer in form satisfactory the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued from time to the designated transferee or transferees. This Security is exchangeable only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewithupon request.

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the Security register Register, upon surrender of this Security Note for registration of transfer transfer, at the office Corporate Trust Office or agency in a Place of the Company maintained Payment for that purpose in the City of New Yorkthis Note, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at Security Registrar requiring such other address as it may designate as its principal corporate trust office in the City written instrument of New York), transfer duly executed by by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorseries, of authorized denominations and for the same aggregate principal amountFace Amount, will be issued to the designated transferee or transferees. This If this Note is a Global Security is exchangeable only and if (x) at any time the Depositary Depository notifies the Company that it is unwilling or unable to continue as Depositary for this Security Depository or if at any time the Depositary ceases to Depository shall no longer be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose eligible under the Indenture, the Company shall appoint a successor Depository. If a successor Depository for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will issue, and the Trustee will authenticate and deliver, Notes in definitive form in an aggregate Face Amount equal to the Face Amount hereof. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable that may be imposed in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered as the owner hereof for all purposes, and neither the Company nor the Trustee nor any agent of the Company or of the Trustee shall be affected by any notice to the contrary.

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the Upon due presentment for registration of transfer of this Security is registrable in the Security register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose in the City of New YorkMinneapolis, duly endorsed byMinnesota, a new Security or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenorseries, of with the same terms as this Security, in authorized denominations and for the same an equal aggregate principal amount, amount will be issued to the designated transferee in exchange herefor, as provided in the Indenture and subject to the limitations provided therein and to the limitations described below, without charge except for any tax or transfereesother governmental charge imposed in connection therewith. This Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated definitive Securities in registered form and notifies the Trustee thereof or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to the Securities represented hereby has occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence, provided, that the it shall be exchangeable for definitive Securities so issued in exchange for this permanent registered form, having the same date of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount. This Security shall may not be in denominations transferred except as a whole by the Depositary to a nominee of $1,000 and any integral multiple the Depositary or by a nominee of $1,000 in excess thereof and be the Depositary to the Depositary or another nominee of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless Depositary or by the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, Depositary or any portion hereof, only if such Securities in certificated registered form were requested by written notice nominee to a successor of the Trustee Depositary or the Securities Registrar by or on behalf a nominee of a person who is beneficial owner of an interest hereof given through the Holder hereofsuch successor. Except as provided above, owners of beneficial interests in this permanent Global Security will not be entitled to receive physical delivery of Securities in certificated registered definitive form and will not be considered the Holders thereof hereof for any purpose under the Indenture. No service charge Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be made for any such registration of transfer or exchange, but affected by notice to the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewithcontrary.

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose in the City of New YorkChicago, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National AssociationOne Trust Company, 000 Xxxx Xxxxxx - Xxxxx 0000NA, One Bank Xxx XxxxXxxxx, XX Xxxxxxx, Xxxxxxxx 00000, Attn-0126 (Attention: Corporate Trust Administration, Department) or at such other address as it may designate as its principal corporate trust office in the City of New YorkChicago), duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable for a Definitive Security only if (xi) the Depositary Company notifies the Company Trustee that it the Depositary is unwilling no longer willing or unable able to continue act as Depositary a depositary or clearing system for this Security the Securities or if at any time the Depositary ceases to be a "clearing agency agency" registered under the Securities Exchange Act Act, and a successor depositary or clearing system is not appointed by the Company within 90 days of 1934, as amendedsuch notice or cessation, (yii) the Company Company, in its sole discretion determines discretion, notifies the Trustee in writing that this Security shall be exchangeable for certificated it elects to cause the issuance of Definitive Securities in registered form under the Indenture, or (ziii) upon the occurrence and continuation of an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, provided that the definitive Securities Notes so issued in exchange for this permanent Security Note shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security Note to be exchanged, and provided further that, unless the Company agrees otherwise, Securities Notes of this series Series in certificated registered Definitive form will be issued in exchange for this permanent SecurityNote, or any portion hereof, only if such Securities Notes in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security Note will not be entitled to receive physical delivery of Securities Notes in certificated registered Definitive form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As provided in the Indenture and subject to certain limitations set forth therein and as may be set forthforth on the face hereof, the transfer of this Security is registrable in the Security register register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for that purpose Issuer in any place where the City principal of New York(and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), Security Registrar duly executed by by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable only if (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred and is continuing, provided, provided that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Security is registrable in the Security register Register upon surrender of this Security for registration of transfer at a Place of Payment for the office or agency series of the Company maintained for that purpose in the City Securities of New Yorkwhich this Security is a part, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), Security Registrar duly executed by by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenorseries, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This If the registered owner of this Security is exchangeable only if the Depository (xsuch a Security being referred to herein as a "Global Security") and (i) the Depositary notifies the Company that it Depository is at any time unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be depository and a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) successor depository is not appointed by the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form within 90 days following notice to the Company or (zii) an Event of DefaultDefault occurs, or an event which with the passage of Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company may at any time or the giving of notice would become an Event of Default, with respect determine not to the have Securities represented hereby has occurred by this Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and is continuing, provided, that the definitive to have such Securities registered in its name. Securities so issued in exchange for this permanent Security shall certificated form will be issued in denominations of $1,000 and (or such other denomination as shall be specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided aboveonly, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenturewithout coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer Transfers of this Security is registrable in may be registered on the Security register upon surrender of this Security for registration of transfer at the office or agency books of the Company maintained for such purpose pursuant to Section 3.2 above (i.e., the Register); provided, however, that purpose in the City Company shall be under no obligation to reflect a transfer of New York, this Security unless such transfer is of an amount equal to $100,000 or an integral multiple of $100,000. Transfers shall be registered when this Security is presented to the Company with a request to register the transfer hereof and the Security is duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Company and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address attached as it may designate as its principal corporate trust office in the City of New York)Exhibit A hereto, duly executed by the Holder hereof thereof or his attorney duly authorized in writing, reasonable assurances are given that the endorsements are genuine and thereupon one or more new Securities of this series effective, and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable only if (x) the Depositary notifies the Company has received evidence satisfactory to it that it such transfer is unwilling or unable to continue as Depositary for rightful and in compliance with this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934and all applicable laws, as amended, (y) the Company in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, with respect to the Securities represented hereby has occurred including tax laws and is continuing, provided, that the definitive Securities so issued in exchange for this permanent Security shall be in denominations of $1,000 state and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereoffederal securities laws. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the The Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewiththerewith (other than such taxes or charges payable upon transfers pursuant to Section 4.6, 5.3, 6.2 and 8.4. When this Security is presented for transfer and duly transferred hereunder, it shall be canceled and a new Security showing the name of the transferee as the record holder thereof shall be issued in lieu hereof. When this Security is presented to the Company with a reasonable request to exchange it for an equal principal amount of Securities of other denominations, the Company shall make such exchange and shall cancel this Security and issue in lieu thereof Securities having a total principal amount equal to this Security in the denominations requested by the Holder; PROVIDED HOWEVER, no Holder shall request that the Company exchange this Security in denominations of less than $100,000.

Registration of Transfer. As provided in The Trustee has been appointed registrar for the Indenture Notes (the “Registrar,” which term includes any successor registrar appointed by the Company), and subject to certain limitations therein set forththe Registrar will maintain at its office at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 a register for the registration and transfer of this Security is registrable in the Security register upon surrender of this Security for registration of transfer Notes. This Note may be transferred at the aforesaid office or agency of the Company maintained Registrar by surrendering this Note for that purpose in the City of New Yorkcancellation, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to approved by the Company Registrar and the securities registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), duly executed by the Holder registered holder hereof in person or his by the holder’s attorney duly authorized in writing, and thereupon one or more new Securities the Registrar shall issue in the name of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable only if (x) , in exchange herefor, a new Note or Notes having identical terms and provisions for an equal aggregate principal amount Outstanding in authorized denominations, subject to the Depositary notifies terms and conditions set forth herein; provided, however, that the Company Registrar will not be required to register the transfer of or exchange any Note that it is unwilling has been called for redemption in whole or unable in part, or as to continue as Depositary for this Security or if at any time which the Depositary ceases holder thereof has elected to cause such Note to be a clearing agency registered under repaid in whole or in part, except the Securities Exchange Act unredeemed or unpaid portion of 1934, as amended, (y) the Company Notes being redeemed or repaid in its sole discretion determines that this Security shall be exchangeable for certificated Securities in registered form or (z) an Event of Defaultpart, or an event which with to register the passage transfer of time or exchange Notes to the giving of notice would become an Event of Default, extent and during the period so provided in the Indenture with respect to the Securities represented hereby has occurred and is continuing, provided, that the definitive Securities so issued in exchange redemption of Notes. Notes are exchangeable at said office for this permanent Security shall be in other Notes of other authorized denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like equal aggregate principal amount Outstanding having identical terms and tenor as the portion provisions. All such exchanges and transfers of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered form Notes will be issued in exchange for this permanent Security, or any portion hereof, only if such Securities in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf free of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided above, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenture. No service charge shall be made for any such registration of transfer or exchangecharge, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form approved by the Registrar and executed by the registered holder in person or by the holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer. In case any Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and such Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Registrar, a new Note of like tenor will be issued by the Company in exchange for the Note so mutilated or defaced, or in lieu of the Note so destroyed or lost or stolen, but, in the case of any destroyed or lost or stolen Note, only upon receipt of evidence satisfactory to the Registrar and the Company that such Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen. This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, in denominations of U.S. $1,000 original principal amount or any integral multiple of U.S. $1,000 original principal amount or the minimum Authorized Denomination. If the Specified Currency shown on the face of this Note is other than U.S. Dollars, the authorized denominations shall be the amount of the Specified Currency for such Note equivalent, at the noon buying rate in The City of New York for cable transfers for such Specified Currency (the “Exchange Rate”) on the sixth Business Day in The City of New York and in the country issuing such currency (or, for Euros, Brussels) next preceding the date of issue of such Note, to U.S. $1,000 (rounded to the nearest 1,000 units of such Specified Currency) and any greater amount that is an integral multiple of 1,000 units of such Specified Currency.

Registration of Transfer. The Issuer shall cause to be kept at the office of the U.S. Registrar at [Deutsche Bank Trust Company Americas, Global Transaction Banking, Trust and Securities Services, 00 Xxxx Xxxxxx – 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000], or the office of the European Registrar at [2 Xxxxxxxxx Xxxxxx-Xxxxxxxx, L-1115 Luxembourg], as applicable, a register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes issued in registered form and of transfers of such Notes. As provided in the Indenture Agency Agreement and subject to certain limitations as therein set forth, the transfer of this Security Note is registrable in the Security note register maintained by the applicable Registrar, upon surrender of this Security Note for registration of transfer at the office or agency of the Company applicable Registrar or any transfer agent maintained for that purpose in the City of New Yorkpurpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the securities registrar applicable Registrar (which shall initially be the Trustee, U.S. Bank National Association, 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other address as it may designate as its principal corporate trust office in the City of New York), transfer agent) duly executed by by, the Holder holder hereof or his its attorney duly authorized in writing, and thereupon one or more new Securities Notes of this series and of like tenorseries, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security is exchangeable Note may be exchanged in whole, but not in part, for security-printed definitive Notes, only if that exchange is permitted by applicable law and (xi) the Depositary if this Note is a DTC global note, DTC notifies the Company Issuer that it is unwilling or unable to continue as Depositary depository for this Security the DTC global note or if at any time the Depositary DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depository is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or (yii) in the case of any other registered global note, if the Issuer is notified that any clearing system through which this Note is cleared and settled has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory, or otherwise) after the original issuance of the relevant bank notes or has announced an intention to cease business permanently or has in fact done so and no alternative clearance system approved by the applicable noteholders is available; or (iii) the Company Issuer, in its sole discretion determines that this Security shall be exchangeable for certificated Securities in discretion, elects to issue definitive registered form notes; or (ziv) after the occurrence of an Event of Default, or an event which with the passage of time or the giving of notice would become an Event of Default, Default with respect to this Note, beneficial owners representing a majority in principal amount of the Securities Notes represented hereby has occurred by this Note advise the relevant clearing system through its participants to cease acting as a depository for this Note. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in definitive form of Notes equal in principal amount to such beneficial interest and is continuingto have such Notes registered in its name. Unless otherwise set forth above, provided, that the definitive Securities Notes so issued in exchange for this permanent Security shall be in denominations of $1,000 and any integral multiple of $1,000 in excess thereof and be of like aggregate principal amount and tenor as the portion of this permanent Security to be exchanged, and provided further that, unless the Company agrees otherwise, Securities of this series in certificated registered definitive form will be issued in exchange for this permanent Security, or any portion hereof, authorized denominations only if such Securities and will be issued in certificated registered form were requested by written notice to the Trustee or the Securities Registrar by or on behalf of a person who is beneficial owner of an interest hereof given through the Holder hereof. Except as provided aboveonly, owners of beneficial interests in this permanent Security will not be entitled to receive physical delivery of Securities in certificated registered form and will not be considered the Holders thereof for any purpose under the Indenturewithout coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Issuer, the Agents, and any agent of the Issuer or any Agent may treat the person in whose name this Note is registered as the owner hereof for all purposes, whether not this Note be overdue, and neither the Issuer, the Agents nor any such agent shall be affected by notice to the contrary, except as required by applicable law.