Common use of Registration, Transfer and Exchange Clause in Contracts

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

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

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

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

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby appointed “Registrar” for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions. Subject to Section 2.04, at Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive certificated form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. Unless otherwise specified pursuant to Section 3.1 with respect to the Securities of any series, a Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Depositary for the Global Securities of such series notifies the Company that it is unwilling or unable to continue as Depositary for the global Securities of such series or such Depositary ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, or any successor thereto if so required by applicable law or regulation and, in either case, a successor Depositary for such Securities shall not have been appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, as the case may be, (ii) the Company, in its sole discretion and subject to the procedures of the Depositary, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series, the Company’s election pursuant to Section 3.1(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form. Upon any such exchange, owners of beneficial interests in such Securities in global form will be entitled to physical delivery of individual Securities in certificated form of like tenor and terms equal in principal amount to such beneficial interests, and to have such Securities in certificated form registered in the names of the beneficial owners. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to each Person specified by such Depositary a new certificated Security or Securities of the same series of like tenor and terms, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Security in global form; and (ii) to such Depositary a new Security in global form of like tenor and terms in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Security in global form for Securities in certificated form, such Security in global form shall be canceled by the Trustee. Unless expressly provided with respect to the Securities of any series that such Security may be exchanged for Bearer Securities, Securities in certificated form issued in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. Whenever any Securities are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or upon any exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Company, the Registrar and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or for any exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.043.4, 9.06 8.6, or 11.07 10.7 or upon the Company’s repurchase of any Securities in part at the option of the Holder thereof not involving any transfer. The Company shall not be required (i) to issue, register the transfer of of, or exchange any Security of any series during Securities for a period beginning at the opening of business 15 days before the day of the mailing of a notice of any selection for redemption of Securities of like tenor and of the series of which such series selected for redemption under Section 11.03 Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities of like tenor and of such mailing, or series to be redeemed; (ii) to register the transfer of or exchange any Registered Security so selected for redemption redemption, in whole or in part. None , except the unredeemed portion of the Companyany Security being redeemed in part; or (iii) to exchange any Bearer Security so selected for redemption, the Trustee, any agent except that such a Bearer Security may be exchanged for a Registered Security of the Trustee, any Paying Agent or the that series and like tenor; provided that such Registered Security Registrar will have any responsibility or liability shall be simultaneously surrendered for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsredemption.

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

Registration, Transfer and Exchange. The Company shall keep Indenture Trustee will keep, on behalf of the Owner Trustee, at each office or cause agency to be kept maintained for the purpose as provided in Section 3.02 hereof a register Register or registers (herein sometimes referred to as the “Security Register”) in Registers on which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular seriesit will register, and of transfers of Securities or of Securities of such serieswill register the transfer of, Certificates as provided in this Article. Any such register Such Register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable period of time. At all reasonable times Upon due presentation for registration of transfer of any Certificate at any such office or agency, the information contained Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver in such register the name of the transferee or registers transferees a new Certificate or Certificates of the same Series and Maturity and interest rate and in authorized denominations for an equal aggregate principal amount. Any Certificate or Certificates may be exchanged for a Certificate or Certificates of the same Series and Maturity and interest rate but in other authorized denominations, in an equal aggregate principal amount. Certificates to be exchanged shall be available for inspection by the Trustee surrendered at the any office or agency to be maintained by the Company Indenture Trustee for the purpose as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, the Company shall execute3.02 hereof, and the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, deliver in exchange therefor the name of the designated transferee Certificate or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Certificates which the Securityholder Holder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security Certificates presented or surrendered for registration of transfer transfer, exchange, prepayment or exchange payment shall (if so required by the Company Owner Trustee or the Indenture Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Owner Trustee and the Indenture Trustee duly executed, executed by the Holder thereof or his its attorney duly authorized in writing. Unless otherwise provided writing and (except in the Security case of transfers pursuant to be registered for Section 15.01 of the Participation Agreement) the Indenture Trustee may require evidence satisfactory to it as to the compliance of any such transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but with the Company Securities Act. The Indenture Trustee may (unless otherwise provided in such Security) require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Certificates. No service charge shall be levied for any such transaction. The Indenture Trustee shall not be required to exchange or register a transfer of any Certificates (a) for a period of fifteen (15) days immediately preceding the first mailing of notice of prepayment of such Certificates or (b) with respect to which notice of prepayment has been given pursuant to Section 6.03 hereof and such notice has not been revoked. All Certificates issued upon any transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company Certificates shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day valid obligations of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Owner Trustee, any agent of evidencing the Trusteesame debt, any Paying Agent and entitled to the same security and benefits under this Indenture, as the Certificates surrendered upon such transfer or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsexchange.

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby appointed "Registrar" for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions. Subject to Section 2.04, at Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. All Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued upon any registration of transfer or in exchange of Securities shall be for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the valid obligations option of the CompanyHolder, evidencing Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same debtseries, of any authorized denominations and entitled of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the same benefits under this IndentureHolder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, as such exchange may be effected if the Bearer Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Trustee duly executedin an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder thereof or his attorney duly authorized of such Security shall surrender to any Paying Agent any such missing coupon in writing. Unless respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in the Security to be registered for transfer or exchangedSection 9.2, no service charge interest represented by coupons shall be made on payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Bearer Security of any series during is surrendered at any such office or agency in exchange for a period beginning Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of at such series selected for redemption under Section 11.03 and ending at the close of business office or agency on the date of such mailingrelevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to register such Interest Payment Date or proposed date of payment, as the transfer case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of or the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Notwithstanding any Security so selected for redemption other provision of this Section, unless and until it is exchanged in whole or in part. None part for Securities in definitive certificated form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository. If at any time the Depository for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Securities of such series or if at any time the Depository for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depository with respect to the Securities of such series. If a successor Depository for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 3.1(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any agent of time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, any Paying Agent or upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Registrar will have any responsibility or liability Securities of such series of like tenor in global form in exchange for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global such Security or Securities in global form. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depository for maintainingsuch series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depository. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or registers (any other office or agency pursuant to Section 1002 being herein sometimes referred to as the “Security "Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Notes and of transfers of Securities or Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of Securities registering Notes and transfers of such seriesNotes as herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series Note at the an office or agency of the Company maintained designated pursuant to Section 1002 for such purpose in a Place of Paymentpurpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Notes of such series any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Notes which the Securityholder Holder making the exchange is entitled entitle to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee) be duly endorsed), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Note Registrar duly executed, executed by the Holder thereof or his such Holder's attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of SecuritiesNotes, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 905 not involving any transfer. The Company shall not be required (i) to issue, issue or register the transfer of or exchange any Security of any series Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series Notes selected for redemption under pursuant to Section 11.03 1105 and ending at the close of business on the date day of such mailing, mailing or (ii) to register the transfer of or exchange any Security Notes so selected for redemption in whole or in part. None , except the unredeemed portion of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsNotes being redeemed in part.

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

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Debentures. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of or transfer of any Security of any series Debenture at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Securityholder Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of SecuritiesDebentures, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures. Notwithstanding any of the foregoing, the Global Debenture shall be exchangeable pursuant to this Section 3.5 for Debentures registered in the names of Persons other than exchanges pursuant the Depositary for such Debenture or its nominee only if (a) such Depositary notifies the Company that it is unwilling or unable to Section 3.04continue as Depositary for the Global Debenture, 9.06 or 11.07 not involving any transfer. The and the Company shall not have appointed a successor depositary within 90 days after such notice, (b) at any time such Depositary ceases to be required a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company shall not have appointed a successor depositary within 90 days, (ic) the Company executes and delivers to the Trustee a Company Order that the Global Debenture shall be so exchangeable or (d) there shall have occurred and be continuing an Event of Default. The Global Debenture shall be exchangeable for Debentures registered in such names as such Depositary shall direct. Notwithstanding any other provisions in this Indenture, the Global Debenture may not be transferred except as a whole by the Depositary with respect to the Global Debenture to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, register the transfer of or exchange any Security of any series Debenture during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 Debentures pursuant to Article 11 and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security Debenture so selected for redemption in whole or in part, except, in the case of any Debenture to be redeemed in part, any portion thereof not to be redeemed. None Upon any distribution of the CompanyDebentures to the holders of the Preferred Securities in accordance with the Trust Agreement, the Trustee, any agent Company and the Trustee shall enter into a supplemental indenture pursuant to Section 9.1 to provide for transfer procedures and restrictions with respect to the Debentures substantially similar to those contained in the Trust Agreement to the extent applicable in the circumstances existing at the time of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsdistribution.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “Security "Note Register”") at an Office or Agency maintained pursuant to Section 1002 in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, the Notes and of transfers of Securities or of Securities of such seriesthe Notes. Any such register The Trustee is hereby initially appointed as Note Registrar for the Notes. In the event that the Trustee shall cease to be in written form or in any other form capable of being converted into written form within a reasonable time. At Note Registrar it shall have the right to examine the Note Register at all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02times. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series Note at the office Office or agency Agency of the Company maintained for such purpose in a Place of PaymentCompany, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series of any Notes, denominated as authorized denominationsin this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and Stated Maturity containing identical terms and provisions. Furthermore, any Holder of like tenor a Global Note shall, by acceptance of such Global Note, be deemed to have agreed that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depository (or its agent), and termsthat ownership of a beneficial interest in a Global Note shall be required to be reflected in a book entry. Subject to Section 2.04, at At the option of the Holder, Securities of any series Notes may be exchanged for other Securities of such series of Notes, in any authorized denominations, and of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Notes to be exchanged at such office Office or agencyAgency. Whenever any Securities Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Notes which the Securityholder Holder making the exchange is entitled to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the TrusteeNote Registrar for such Note) be duly endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Note Registrar duly executedexecuted by, by the Holder thereof or his such Holder's attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of SecuritiesNotes, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 3.04304, 9.06 905 or 11.07 1107 not involving any transfer. The Neither the Trustee nor the Company shall not be required (i1) to issue, register the transfer of or exchange any Security of any series Physical Notes during a period beginning at the opening of business 15 calendar days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption Notes under Section 11.03 1103 and ending at the close of business on the date day of such mailingthe mailing of the relevant notice of redemption, or (ii2) to register the transfer of or exchange any Security Physical Note so selected for redemption in whole or in part. None , except in the case of the Companyany Physical Note to be redeemed in part, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Securities are issuable only in registered form. The Company shall will keep at each office or cause to be kept agency (the “Registrar”) for each series of Securities a register or registers (herein sometimes referred to as the “Security RegisterRegister(s)”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular seriesit will register, and of transfers of will register the transfer of, Securities as in this Article provided. Such Security Register or of Securities of such series. Any such register Security Registers shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register Security Register or registers Security Registers shall be available open for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02Trustee. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender Upon due presentation for registration of transfer of any Security of any series at the each such office or agency of the Company maintained for such purpose in a Place of Paymentagency, the Company shall execute, execute and the Trustee shall authenticate and deliver, make available for delivery in the name of the designated transferee or transferees, one transferees a new Security or more new Securities of such series the same series, in each case, of any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termsPrincipal Amount. Subject to Section 2.04, at At the option of the Holder, Securities of any series (except a Security in global form) may be exchanged for other Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termsMaturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. When Securities are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal Principal Amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.11, 8.05 or 10.03). No service charge to any Holder shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of that series to be redeemed, or (b) any Securities of any series selected, called or being called for redemption except, in the case of any Security of any series where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the registers maintained in such office and in any other office or registers (agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Debt Securities of a particular series, and of transfers and exchanges of Debt Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Debt Securities or and registering transfers and exchanges of Debt Securities of such series. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by as herein provided; provided, however, that the Company as provided in Section 10.02. There shall be only one may appoint co-Security Register per Registrars or the terms of any series of SecuritiesDebt Securities may provide otherwise. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Debt Security of any series at the office or agency of the Company maintained for such purpose in a Place of Paymentpurpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Debt Securities of the same series of like aggregate principal amount of such denominations as are authorized for Debt Securities of such series of any authorized denominations, and of a like aggregate principal amount and Stated Maturity and of with like tenor terms and termsconditions. Subject to Except as otherwise provided in Section 2.043.4 and this Section 3.5, at the option of the Holderholder, Debt Securities of any series may be exchanged for other Debt Securities of such the same series of any authorized denominations, of a like aggregate principal amount and of a like Stated Maturity and of with like tenor terms and termsconditions, upon surrender of the Debt Securities to be exchanged at such office or agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Securityholder holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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

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

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

Registration, Transfer and Exchange. The Company Issuer shall keep maintain, in the Borough of Manhattan, The City of New York, a Transfer Agent where Notes may be registered or surrendered for registration of transfer or exchange. The Issuer has initially appointed the Fiscal Agent at its Corporate Trust Office as its Transfer Agent. The Issuer shall cause the Transfer Agent to act as a securities registrar and shall cause to be kept at the office of the Transfer Agent a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of SecuritiesNotes and registration of transfers and exchanges of Notes. The Issuer reserves the right to vary or terminate the appointment of the Transfer Agent or to appoint additional or other Transfer Agents or to approve any change in the office through which any Transfer Agent acts; provided that there shall at all times be a Transfer Agent in the Borough of Manhattan, The City of New York. The Issuer shall cause written notice of any resignation, termination or appointment of Securities of a particular series, the Fiscal Agent or any Paying Agent or Transfer Agent and of transfers of Securities or of Securities of such series. Any such register shall be any change in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency through which any such Agent shall act to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series to holders of SecuritiesNotes. Subject to Section 2.04the restrictions set forth herein and in the Fiscal Agency Agreement, the transfer of a Note is registrable on the aforementioned register upon surrender of such Note at any Transfer Agent duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer duly executed by, the registered holder thereof or such holder’s attorney duly authorized in writing. Upon such surrender of this Note for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Paymenttransfer, the Company Issuer shall execute, and the Trustee Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Notes, dated the date of such series authentication thereof, of any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04the restrictions set forth herein and in the Fiscal Agency Agreement, at the option of the Holderregistered holder upon request confirmed in writing, Securities of any series Notes may be exchanged for other Securities of such series Notes of any authorized denominations, of a like denominations and aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities Notes to be exchanged at such the office or agencyof any Transfer Agent. Whenever any Securities Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee Fiscal Agent shall authenticate and deliver, the Securities Notes which the Securityholder registered holder making the exchange is entitled to receive. Any registration of transfer or exchange shall be effected upon the Issuer being reasonably satisfied with the documents of title and identity of the person making the request and subject to the restrictions set forth in this Note and/or the Fiscal Agency Agreement and such reasonable regulations as the Issuer may from time to time agree with the Fiscal Agent. Notes may be redeemed by the Issuer, in whole or in part, but only to the extent permitted by the Payment Restrictions, including the prior approval of the Commissioner, and in accordance with paragraph 15 hereof. In the event of a partial redemption, the Issuer shall not be required (i) to register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the date notice is given identifying the Notes to be redeemed, or (ii) to register the transfer or exchange of any Note, or portion thereof, called for redemption. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenturebenefits, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of Securitiesexchange, but the Company Issuer and the Fiscal Agent may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable in connection therewith, other than an exchange in connection with the partial redemption of a Note not involving any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any a transfer. The Company shall not be required (i) Prior to issue, register the transfer due presentment of or exchange any Security this Note for registration of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Companytransfer, the TrusteeIssuer, the Fiscal Agent and any agent of the Trustee, any Paying Agent Issuer or the Security Registrar will have Fiscal Agent may treat the person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer nor the Fiscal Agent nor any responsibility or liability for any aspect of such agent shall be affected by notice to the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestscontrary.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.02 in a Place of Payment a register or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby appointed "Registrar" for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.02 in a Place of PaymentPayment for that series, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions. Subject to Section 2.04, at Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. All Unless otherwise specified as contemplated by Section 3.01, Bearer Securities may not be issued upon any registration of transfer or in exchange of Securities shall be for Registered Securities. Unless otherwise specified as contemplated by Section 3.01, at the valid obligations option of the CompanyHolder, evidencing Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same debtseries, of any authorized denominations and entitled of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the same benefits under this IndentureHolder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, as such exchange may be effected if the Bearer Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Trustee duly executedin an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder thereof or his attorney duly authorized of such Security shall surrender to any Paying Agent any such missing coupon in writing. Unless respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in the Security to be registered for transfer or exchangedSection 9.02, no service charge interest represented by coupons shall be made on payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Bearer Security of any series during is surrendered at any such office or agency in exchange for a period beginning Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of at such series selected for redemption under Section 11.03 and ending at the close of business office or agency on the date of such mailingrelevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to register such Interest Payment Date or proposed date of payment, as the transfer case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Each Security issued in global form authenticated under this Indenture shall be registered in the name of the Depository designated for such series or exchange a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any Security so selected for redemption other provision of this Section, unless and until it is exchanged in whole or in part. None part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the CompanySecurities of a series may not be transferred except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository. If at any time the Depository for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Securities of such series or defaults in the performance of its duties as Depository or if at any time the Depository for the Securities of such series shall no longer be eligible under Section 3.03, the Company shall appoint a successor Depository with respect to the Securities of such series. If a successor Depository for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company selection pursuant to Section 3.01(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any agent of time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, any Paying Agent or upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Registrar will have any responsibility or liability Securities of such series of like tenor in global form in exchange for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depository for maintainingsuch series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depository. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Company shall Issuer will keep or cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.02 for each series of Securities a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall it will provide for the registration of Securities, or of Registered Securities of a particular series, such series and the registration of transfers transfer of Securities or of Registered Securities of such series. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at the any such office or agency to be maintained by for the Company purpose as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment3.02, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Registered Security or Registered Securities of the same series, one maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or more new Registered Securities of such series of any having authorized denominations, of a like denominations and an equal aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such office or agencypurpose in accordance with Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued surrendered upon any registration of exchange or transfer or exchange of Securities provided for in this Indenture shall be promptly cancelled and disposed of by the valid obligations Trustee and the Trustee will deliver a certificate of the Company, evidencing the same debt, and entitled disposition thereof to the same benefits under this Indenture, as the Issuer. All Registered Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company The Issuer may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security Securities of any series during for a period beginning at the opening of business 15 days before next preceding the day of the first mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or in part, except, in the case of any Security to be repurchased in part, the portion thereof not so to be repurchased. None Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the CompanySecurities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any agent authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any Paying Agent or authorized denominations, in an aggregate principal amount equal to the Security Registrar will have any responsibility or liability for any aspect principal amount of the records relating to or payments made on account of beneficial ownership interests of a Registered Global Security or Securities representing such Registered Securities, in exchange for maintainingsuch Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, supervising the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or reviewing any records relating in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such beneficial ownership interests.Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.02 in a Place of Payment a register or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby appointed "Registrar" for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.02 in a Place of PaymentPayment for that series, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions. Subject to Section 2.04, at Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. All Unless otherwise specified as contemplated by Section 3.01, Bearer Securities may not be issued upon any registration of transfer or in exchange of Securities shall be for Registered Securities. Unless otherwise specified as contemplated by Section 3.01, at the valid obligations option of the CompanyHolder, evidencing Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same debtseries, of any authorized denominations and entitled of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the same benefits under this IndentureHolder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, as such exchange may be effected if the Bearer Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Trustee duly executedin an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder thereof or his attorney duly authorized of such Security shall surrender to any Paying Agent any such missing coupon in writing. Unless respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise provided in the Security to be registered for transfer or exchangedSection 9.02, no service charge interest represented by coupons shall be made on payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Bearer Security of any series during is surrendered at any such office or agency in exchange for a period beginning Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of at such series selected for redemption under Section 11.03 and ending at the close of business office or agency on the date of such mailingrelevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to register such Interest Payment Date or proposed date of payment, as the transfer case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Each Security issued in global form authenticated under this Indenture shall be registered in the name of the Depository designated for such series or exchange a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any Security so selected for redemption other provision of this Section, unless and until it is exchanged in whole or in part. None part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the CompanySecurities of a series may not be transferred except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository. If at any time the Depository for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Securities of such series or defaults in the performance of its duties as Depository or if at any time the Depository for the Securities of such series shall no longer be eligible under Section 3.03, the Company shall appoint a successor Depository with respect to the Securities of such series. If a successor Depository for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company selection pursuant to Section 3.01(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any agent of time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, any Paying Agent or upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Registrar will have any responsibility or liability Securities of such series of like tenor in global form in exchange for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depository for maintainingsuch series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depository. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

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

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby appointed "Registrar" for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions. Subject to Section 2.04, at Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. All Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued upon any registration of transfer or in exchange of Securities shall be for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the valid obligations option of the CompanyHolder, evidencing Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same debtseries, of any authorized denominations and entitled of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the same benefits under this IndentureHolder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, as such exchange may be effected if the Bearer Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Trustee duly executedin an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder thereof or his attorney duly authorized of such Security shall surrender to any Paying Agent any such missing coupon in writing. Unless respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in the Security to be registered for transfer or exchangedSection 9.2, no service charge interest represented by coupons shall be made on payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Bearer Security of any series during is surrendered at any such office or agency in exchange for a period beginning Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of at such series selected for redemption under Section 11.03 and ending at the close of business office or agency on the date of such mailingrelevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to register such Interest Payment Date or proposed date of payment, as the transfer case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Each Security issued in global form authenticated under this Indenture shall be registered in the name of the Depositary designated for such series or exchange a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any Security so selected for redemption other provision (other than the provisions set forth in the eighth, ninth and tenth paragraphs of this Section) of this Section, unless and until it is exchanged in whole or in part. None part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 3.1(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any agent time in its sole discretion determine that Securities of a series issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, any Paying Agent or upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Registrar will have any responsibility or liability Securities of such series of like tenor in global form in exchange for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global such Security or Securities in global form. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for maintainingsuch series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Company shall Issuer will keep at each office or cause agency to be kept maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it the Issuer may prescribe, the Company shall it will provide for the registration of Securities, or of Registered Securities of a particular series, such series and the registration of transfers transfer of Securities or of Registered Securities of such series. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at the any such office or agency to be maintained by for the Company purpose as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment3.2, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Registered Security or Registered Securities of the same series, one maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or more new Registered Securities of such series of any having authorized denominations, of a like denominations and an equal aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such office or agencypurpose in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued surrendered upon any registration of exchange or transfer or exchange of Securities provided for in this Indenture shall be promptly cancelled and disposed of by the valid obligations of the Company, evidencing the same debtTrustee, and entitled the Trustee shall deliver a certificate of disposition thereof to the same benefits under this Indenture, as the Issuer. All Registered Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company The Issuer may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security Securities of any series during for a period beginning at the opening of business 15 days before preceding the day of the first mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. None Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Company, Securities of a series may not be transferred except as a whole by the Trustee, Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any agent such nominee to a successor Depository for such series or a nominee of such successor Depository. The Issuer and the Trustee may treat the Depository (or its nominee) as the sole and exclusive owner of the TrusteeSecurities registered in its name for the purposes of payment of the principal of or interest on the Securities, giving any Paying Agent notice permitted or required to be given to registered owners under the Security Registrar will Indenture, registering the transfer of Securities, obtaining any consent or other action to be taken by registered owners and for all other purposes whatsoever; and neither the Issuer nor the Trustee shall be affected by any notice to the contrary. Neither the Issuer nor the Trustee shall have any responsibility or liability obligation to any participant in the Depository, any Person claiming a beneficial ownership interest in the Bonds under or through the Depository or any such participant, or any other Person which is not shown on the register as being a registered owner, with respect to either: (1) the Securities; or (2) the accuracy of any records maintained by the Depository or any such participant; or (3) the payment by the Depository or any such participant of any amount in respect of the principal of or interest on the Securities; or (4) any notice which is permitted or required to be given to registered owners under the Indenture; or (5) any consent given or other action taken by the Depository as registered owner or (6) any selection by the Depository of any participant or other Person to receive payment of principal or interest on the Securities. If at any time, the Depository for any aspect Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depository for such Registered Securities or, if at any time, the Depository for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depository eligible under Section 2.4 with respect to such Registered Securities. If a successor Depository eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form in any authorized denominations, in an aggregate principal amount equal to the principal amount of the records relating to or payments made on account of beneficial ownership interests of a Registered Global Security or Securities representing such Registered Securities in exchange for maintainingsuch Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, supervising the Issuer will execute, and the Trustee, upon receipt of any Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or reviewing any records relating Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Registered Global Security, the Depository for such beneficial ownership interests.Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depository. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the principal corporate trust office of the Trustee (or at any other office or agency maintained by the Company as a Place of Payment) a register or registers (herein sometimes referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it or the Trustee may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Securities or Debentures. The Trustee is hereby initially appointed "Debenture Registrar" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. Any such register shall be in written form or in A Debentureholder may surrender any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available Debenture for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment, the . The Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Securityholder Debentureholder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the CompanyCompany if its requirements for such transactions are met, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or exchange shall (by a Person shall, if so required by the Company or the Trustee) , be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Debenture Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of SecuritiesDebentures, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures, other than exchanges pursuant to Section 3.04Sections 2.05, 9.06 3.02 or 11.07 7.05 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 3.5 for Securities registered in the names of Persons other than exchanges the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Global Security that is exchangeable pursuant to Section 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article Eleven and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

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

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Securities or Debentures. Such register is herein sometimes referred to as the "SECURITIES REGISTER." The Trustee is hereby appointed "SECURITIES REGISTRAR" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of or transfer of any Security of any series Debenture at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Securityholder Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of SecuritiesDebentures, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures. Notwithstanding any of the foregoing, the Global Debenture shall be exchangeable pursuant to this Section 3.5 for Debentures registered in the names of Persons other than exchanges pursuant the Depositary for such Debenture or its nominee only if (a) such Depositary notifies the Company that it is unwilling or unable to Section 3.04continue as Depositary for the Global Debenture, 9.06 or 11.07 not involving any transfer. The and the Company shall not have appointed a successor depositary within 90 days after such notice, (b) at any time such Depositary ceases to be required a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company shall not have appointed a successor depositary within 90 days, (ic) the Company executes and delivers to the Trustee a Company Order that the Global Debenture shall be so exchangeable or (d) there shall have occurred and be continuing a Debenture Event of Default. The Global Debenture shall be exchangeable for Debentures registered in such names as such Depositary shall direct. Notwithstanding any other provisions in this Indenture, the Global Debenture may not be transferred except as a whole by the Depositary with respect to the Global Debenture to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, register the transfer of or exchange any Security of any series Debenture during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 Debentures pursuant to Article 11 and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security Debenture so selected for redemption in whole or in part, except, in the case of any Debenture to be redeemed in part, any portion thereof not to be redeemed. None Upon any distribution of the CompanyDebentures to the holders of the Preferred Securities in accordance with the Trust Agreement, the Trustee, any agent Company and the Trustee shall enter into a supplemental indenture pursuant to Section 9.1(h) to provide for transfer procedures with respect to the Debentures substantially similar to those contained in the Trust Agreement to the extent applicable in the circumstances existing at the time of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsdistribution.

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.02 in a Place of Payment a register or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby appointed "Registrar" for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.02 in a Place of PaymentPayment for that series, the Company shall execute, execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions. Subject to Section 2.04, at Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Registered Securities of any series (except a Registered Security in global form) may be exchanged for other Registered Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. All Unless otherwise specified as contemplated by Section 3.01, Bearer Securities may not be issued upon any registration of transfer or in exchange of Securities shall be for Registered Securities. Unless otherwise specified as contemplated by Section 3.01, at the valid obligations option of the CompanyHolder, evidencing Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same debtseries, of any authorized denominations and entitled of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the same benefits under this IndentureHolder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, as such exchange may be effected if the Bearer Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Trustee duly executedin an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder thereof or his attorney duly authorized of such Security shall surrender to any Paying Agent any such missing coupon in writing. Unless respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in the Security to be registered for transfer or exchangedSection 9.02, no service charge interest represented by coupons shall be made on payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Bearer Security of any series during is surrendered at any such office or agency in exchange for a period beginning Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of at such series selected for redemption under Section 11.03 and ending at the close of business office or agency on the date of such mailingrelevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to register such Interest Payment Date or proposed date of payment, as the transfer case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Each Security issued in global form authenticated under this Indenture shall be registered in the name of the Depositary designated for such series or exchange a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any Security so selected for redemption other provision of this Section, unless and until it is exchanged in whole or in part. None part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the CompanySecurities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or defaults in the performance of its duties as Depositary or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company selection pursuant to Section 3.01(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any agent of time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company shall execute, and the Trustee, any Paying Agent or upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Registrar will have any responsibility or liability Securities of such series of like tenor in global form in exchange for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for maintainingsuch series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

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

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

Registration, Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the registers maintained in such office and in any other office or registers (agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Debt Securities of a particular series, and of transfers and exchanges of Debt Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Debt Securities or and registering transfers and exchanges of Debt Securities of such series. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by as herein provided; provided, however, that the Company as provided in Section 10.02. There shall be only one may appoint co-Security Register per Registrars or the terms of any series of SecuritiesDebt Securities may provide otherwise. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Debt Security of any series at the office or agency of the Company maintained for such purpose in a Place of Paymentpurpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Debt Securities of the same series of like aggregate principal amount of such denominations as are authorized for Debt Securities of such series of any authorized denominations, and of a like aggregate principal amount and Stated Maturity and of with like tenor terms and termsconditions. Subject to Except as otherwise provided in Section 2.043.4 and this Section 3.5, at the option of the Holderholder, Debt Securities of any series may be exchanged for other Debt Securities of such the same series of any authorized denominations, of a like aggregate principal amount and of a like Stated Maturity and of with like tenor terms and termsconditions, upon surrender of the Debt Securities to be exchanged at such office or agency. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities which the Securityholder holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the “Securities or Register”. The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his or her attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 3.05 for Securities registered in the names of Persons other than exchanges the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor Depositary registered as a clearing agency under the Securities Exchange Act of 1934, as amended, is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Global Security that is exchangeable pursuant to Section 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

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

Registration, Transfer and Exchange. The Company shall Issuer will keep or cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.02 a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular seriesit will register, and of transfers of will register the transfer of, Registered Securities or of Securities of such seriesas in this Article provided. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. The register will include notations as to whether the Securities have been paid, fully or partially written down, written up or cancelled, and, in the case of mutilated, destroyed, stolen or lost Securities, whether such Securities have been replaced. In the case of the replacement of any of the Securities, such records will include notations of each Security so replaced, and the Security issued in replacement thereof. In the case of the full or partial write-down, write-up or the cancellation of any of the Securities, such records will include notations of each Security so fully or partially written down, written up or cancelled and the date on which such Security was fully or partially written down, written up or cancelled. At all reasonable times the information contained in during normal business hours on Business Days such register or registers shall be available open for inspection by the Trustee Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at the any such office or agency to be maintained by for the Company purpose as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of Payment3.02, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name or names of the designated transferee or transferees, one a new Security or more new Securities of such the same series of any in authorized denominations, of denominations for a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at the option of the Holder, Any Security or Securities of any series may be exchanged for other a new Security or Securities of such the same series of any in other authorized denominations, of a like in an equal aggregate principal amount and Stated Maturity and amount. Securities of like tenor and terms, upon surrender of the Securities any series to be exchanged shall be surrendered at such any office or agency. Whenever any Securities are so surrendered agency to be maintained by the Issuer for exchangethe purpose as provided in Section 3.02, and the Company Issuer shall execute, and the Trustee shall authenticate and deliverdeliver in exchange therefor, a new Security or Securities of the Securities same series which the Securityholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof or his its attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company The Issuer may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of the Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. All Securities issued upon any transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company Securities shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day valid obligations of the mailing of a notice of redemption of Issuer, evidencing the same debt, and entitled to the same benefits under this Perpetual Subordinated Indenture, as the Securities of surrendered upon such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, transfer or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsexchange.

Registration, Transfer and Exchange. The Company Trust shall keep or cause to be kept at the Corporate Trust Office of the Indenture Trustee a register or registers (herein sometimes referred to as the “Security "Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Trust shall provide for the registration of Securities, or of Securities of a particular series, Notes and the registration of transfers of Securities or of Securities of such seriesNotes. Any such register The Note Register shall be in written form or in any other form capable of being converted reduced into written form within a reasonable time. At all reasonable times The Indenture Trustee is hereby initially appointed "Note Registrar" for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Notes and registering transfers of Notes as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series Note at the office or agency of the Company Trust maintained for such that purpose in a Place of Payment, the Company Trust shall execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series Notes of any authorized denominations, of a like aggregate principal amount amount, interest rate and Stated Maturity and of like tenor and termsmaturity date. Subject to Section 2.04, at At the option of the Holder, Securities of any series Notes may be exchanged for other Securities of such series Notes of any authorized denominations, of a like aggregate principal amount amount, interest rate and Stated Maturity and of like tenor and termsmaturity date, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchange, the Company Trust shall execute, and the Indenture Trustee shall authenticate and deliver, the Securities Notes which the Securityholder Noteholder making the exchange is entitled to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the CompanyTrust, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Trust and the Trustee Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of SecuritiesNotes, but the Company Trust may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 3.04, 3.04 or 9.06 or 11.07 not involving any transfer. The Company Trust shall not be required (i) to issue, register the or transfer of or exchange any Security of any series Note during a period beginning at the opening of business 15 days before the day selection of the mailing of a notice of redemption of Securities of such series selected for redemption Notes to be redeemed under Section 11.03 11.04 and ending at the close of business on the date day of such mailingmailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security Note so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsredemption.

Registration, Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the registers maintained in such office and in any other office or registers (agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and of transfers and exchanges of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Registered Securities or and registering transfers and exchanges of Registered Securities of such series. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by as herein provided; provided, however, that -------- ------- the Company as provided in Section 10.02may at its option appoint co-Security Registrars. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose in a Place of Paymentpurpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Registered Securities of the same series of like aggregate principal amount of such denominations as are authorized for Registered Securities of such series of any authorized denominations, and of a like aggregate principal amount and Stated Maturity and of with like tenor terms and termsconditions. Subject to Except as otherwise provided in Section 2.043.04 and this Section 3.05, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of any authorized denominations, of a like aggregate principal amount and of a like Stated Maturity and of with like tenor terms and termsconditions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or registers (any other office or agency pursuant to Section 1002 being herein sometimes referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Securities or Debentures. The Trustee is hereby appointed "Debenture Registrar" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series Debenture at the an office or agency of the Company maintained designated pursuant to Section 1002 for such purpose in a Place of Paymentpurpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Debentures of such series any authorized denomination, of a like aggregate principal amount. At the option of the Holder, Debentures may be exchanged for other Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Securityholder Holder making the exchange is entitled entitle to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed for transfer (if so required by the Company or the Trustee) be duly endorsed), or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Debenture Registrar duly executed, executed by the Holder thereof or his such Holder's attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of SecuritiesDebentures, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures, other than exchanges pursuant to Section 3.04, 9.06 304 or 11.07 905 not involving any transfer. The Company shall not be required (i) to issue, issue or register the transfer of or exchange any Security of any series Debenture during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series Debentures selected for redemption under pursuant to Section 11.03 1106 and ending at the close of business on the date day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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

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

Registration, Transfer and Exchange. The Securities are issuable only in registered form. The Company shall will keep at each office or cause to be kept agency (the “Registrar”) for each series of Securities a register or registers (herein sometimes referred to as the “Security RegisterRegister(s)”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular seriesit will register, and of transfers of will register the transfer of, Securities as in this Article provided. Such Security Register or of Securities of such series. Any such register Security Registers shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register Security Register or registers Security Registers shall be available open for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02Trustee. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender Upon due presentation for registration of transfer of any Security of any series at the each such office or agency of the Company maintained for such purpose in a Place of Paymentagency, the Company shall execute, execute and the Trustee shall authenticate and deliver, make available for delivery in the name of the designated transferee or transferees, one transferees a new Security or more new Securities of such series the same series, in each case, of any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termsPrincipal Amount. Subject to Section 2.04, at At the option of the Holder, Securities of any series (except a Security in global form) may be exchanged for other Securities of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termsMaturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Securityholder Holder making the exchange is entitled to receive. A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee, and any agent of the Company shall treat the person in whose name the Security is registered as the owner thereof for all purposes whether or not the Security shall be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. When Securities are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal Principal Amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.11, 9.05 or 11.03). No service charge to any Holder shall be made for any such transaction. The Company shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of that series to be redeemed, or (b) any Securities of any series selected, called or being called for redemption except, in the case of any Security of any series where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register". The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such series. Any such register removal or replacement shall be in written form or in any other form capable effective until a successor Security Registrar with respect to such series of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers Securities shall be available for inspection by the Trustee at the office or agency to be maintained have been appointed by the Company as provided in Section 10.02and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register per for each series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such purpose in a Place of Paymentthat purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his or her attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 3.05 for Securities registered in the names of Persons other than exchanges the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor Depositary registered as a clearing agency under the Securities Exchange Act of 1934, as amended, is not appointed by the Company within 90 days of such notice, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Global Security that is exchangeable pursuant to Section 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Securities are issuable only in registered form. The Company shall will keep at the office or cause agency to be kept maintained for the purpose as provided in ‎Section 4.02 (the “Registrar”), a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the Company shall provide for transfer of, Securities as provided in this ‎Article 2. The name and address of the registration registered holder of Securities, or each Certificate and the amount of Securities of a particular seriesrepresented by each Certificate, and of all transfers of Securities or of Securities of such seriesand exchanges related thereto, will be recorded in the Register. Any such register Such Register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers Such Register shall be available for inspection by to the Trustee at upon reasonable prior written notice on business days in the office or agency to be maintained by location of the Company as provided in Section 10.02Registrar. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender Upon due presentation for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of PaymentCertificate, the Company shall execute, execute and the Trustee Registrar or the Authenticating Agent, as applicable, shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Certificate or more new Securities of such series of any authorized denominations, of Certificates in Authorized Denominations for a like aggregate principal amount amount. A Holder may register the transfer of a Security only by written application to the Registrar stating the name of the proposed transferee and Stated Maturity otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and such transferee shall succeed to the rights of like tenor a Holder only upon, final acceptance and termsregistration of the transfer by the Registrar in the Register. Subject Prior to Section 2.04the registration of any transfer by a Holder as provided herein, at the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Security is registered as the owner thereof for all purposes, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Certificate shall, by acceptance of such Global Certificate, agree that transfers of beneficial interests in the Securities represented by such Global Certificate may be effected only through a book-entry system maintained by the Holder of such Global Certificate (or its agent) and that ownership of a beneficial interest in the Securities shall be required to be reflected in a book entry. At the option of the Holder, Securities of any series Certificates may be exchanged for other Securities of such series Certificates of any authorized denominations, Authorized Denomination and of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Certificates to be exchanged at to the Registrar. When Certificates are presented to the Registrar with a request to register the transfer or to exchange them for Certificates of other Authorized Denominations representing an equal aggregate principal amount of Securities, the Registrar shall register the transfer or make the exchange as requested if the requirements for such office or agencytransactions set forth herein are met. Whenever any Securities are so surrendered for exchangeTo permit registrations of transfers and exchanges, the Company shall execute, execute and the Trustee Registrar or the Authenticating Agent, as applicable, shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of Certificates at the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange’s request. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeRegistrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided writing in the Security a form satisfactory to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company and the Registrar. The Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any exchange or registration of transfer or exchange of Securities, Certificate (other than exchanges pursuant any such transfer taxes or other similar governmental charge payable upon exchanges). No service charge to Section 3.04, 9.06 or 11.07 not involving any transferHolder shall be made for any such transaction. The Company shall not be required (i) to issue, exchange or register the a transfer of or exchange (1) any Security of any series during Certificate for a period beginning at the opening of business 15 days before next preceding the day of the first mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, to be redeemed or (ii2) to register the any Certificate representing Securities called or being called for redemption. All Securities issued upon any registration of transfer of or exchange any Security so selected for redemption in whole or in part. None of Certificates shall be valid obligations of the Company, evidencing the Trusteesame debt and entitled to the same benefits under this Indenture, any agent as the Securities represented by the Certificates surrendered upon such registration of the Trustee, any Paying Agent transfer or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsexchange.

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

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

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or registers (agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Notes and the registration of transfers of Securities Notes. Such Register shall distinguish between Original Notes, Exchange Notes and Private Exchange Notes. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company shall have the right to remove and replace from time to time the Note Registrar for the Notes; provided that no such removal or of Securities of such series. Any such register replacement shall be in written form or in any other form capable of being converted into written form within effective until a reasonable time. At all reasonable times the information contained in successor Note Registrar with respect to such register or registers Notes shall be available for inspection by the Trustee at the office or agency to be maintained have been appointed by the Company as provided and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be Note Registrar with respect to the Notes, it shall have the right to examine in Section 10.02the United States the Register for the Notes at all reasonable times. There shall be only one Security Register per series of Securitiesfor the Notes. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series Note at the office or agency of the Company maintained for such purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series Notes, of any authorized denominations, denominations and of a like aggregate principal amount containing identical terms and Stated Maturity provisions. No transfer of a Note to any Person shall be effective under this Indenture or with respect to such Note unless and until such Note has been registered in the name of like tenor and termssuch Person. Subject to Section 2.04, at At the option of the Holder, Securities of any series subject to Section 3.06, Notes may be exchanged for other Securities of Notes bearing such series of restrictive legends as may be required by this Indenture and containing identical terms and provisions in any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Notes which the Securityholder Holder making the exchange is entitled to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled (subject to the provisions of the Original Notes and the Private Exchange Notes regarding transfer restrictions and the obligation to pay additional interest upon a Registration Default) entitling the Holders thereof to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Note Registrar duly executed, by the Holder thereof or his the Holder's attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder for any registration of transfer or exchange of SecuritiesNotes, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Notwithstanding any other provision herein, the Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series Notes during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 the Notes and ending at the close of business on the date day of such mailing, or (ii) to register the transfer of or exchange any Security Note so selected for redemption redemption, in whole or in part. None , except in the case of the Companyany Note to be redeemed in part, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby initially appointed "Registrar" for the information contained in such register or registers purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Each Global Security authenticated under this Indenture shall be available registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or nominee thereof or to a successor of such Depositary or nominee thereof, and each such Global Security shall constitute a single Security for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02all purposes of this Indenture. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities with Senior Guarantees endorsed thereon of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions. Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery. At the option of the Holder, Registered Securities of such any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Registered Securities with Senior Guarantees endorsed thereon which the Securityholder Holder making the exchange is entitled to receive. All Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued upon any registration of transfer or in exchange of Securities shall be for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the valid obligations option of the CompanyHolder, evidencing Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same debtseries, of any authorized denominations, of like aggregate principal amount and entitled tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the same benefits under this IndentureHolder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest coupon or coupons in default, as such exchange may be effected if the Bearer Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Trustee duly executedin an amount equal to the face amount of such missing interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company, the Guarantors and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder thereof or his attorney duly authorized of such Security shall surrender to any Paying Agent any such missing interest coupon in writing. Unless respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in the Security to be registered for transfer or exchangedSection 9.2, no service charge interest represented by interest coupons shall be made on payable only upon presentation and surrender of those interest coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Bearer Security of any series during is surrendered at any such office or agency in exchange for a period beginning Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of at such series selected for redemption under Section 11.03 and ending at the close of business office or agency on the date of such mailingrelevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the interest coupon relating to register such Interest Payment Date or proposed date of payment, as the transfer case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of or the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such interest coupon, when due in accordance with the provisions of this Indenture. Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Guarantors, the Trustee nor the Registrar shall exchange any Security so selected Bearer Securities for redemption Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in partpart for Securities in certificated form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. None If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Senior Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Senior Guarantees endorsed thereon of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities in global form. The Company may at any time in its sole discretion determine that Global Securities shall no longer be represented by such a Global Security or Securities. In such event the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Senior Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Senior Guarantees endorsed thereon of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series of like tenor in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Global Security of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company, the TrusteeGuarantors and such Depositary. Thereupon, any agent of the TrusteeCompany and the Guarantors shall execute, any Paying Agent or and the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintainingTrustee shall authenticate and deliver, supervising or reviewing any records relating to such beneficial ownership interests.without service charge,

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby initially appointed "Registrar" for the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company purpose of registering Registered Securities and transfers of Registered Securities as provided in Section 10.02herein provided. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities with Senior Guarantees endorsed thereon of such series the same series, of any authorized denominations, denominations and of a like aggregate principal amount and Stated Maturity and of like tenor and termscontaining identical terms and provisions. Subject Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery. Unless otherwise specified as contemplated by Section 2.043.1, at the option of the Holder, Bearer Securities of any such series may be exchanged for other Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termscontaining identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. Whenever If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company, the Guarantors and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing interest coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by interest coupons shall be payable only upon presentation and surrender of those interest coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest coupon shall be Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Guarantors, the Trustee nor the Registrar shall exchange any Bearer Securities for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Senior Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Senior Guarantees endorsed thereon of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. -38- 47 The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Senior Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Senior Guarantees endorsed thereon of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company, the Guarantors and such Depositary. Thereupon, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no without service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.charge,

Registration, Transfer and Exchange. The Company shall keep will keep, or cause to be kept kept, at an office or agency designated for such purpose (the “Registrar”) for each series of Securities a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall it will provide for the registration of Securities, or of Securities of a particular series, such series and the registration of transfers of Securities or transfer of Securities of such series. Any such Such register shall be in written form in the English language or in any other form capable of being converted into written such form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available open for inspection by the Trustee at Trustee. The office of the office or agency to Registrar initially will be maintained by the Company as provided in Section 10.02Corporate Trust Office of the Trustee. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender Upon due presentation for registration of transfer of any Security of any series at the office or agency offices of the Company maintained for such purpose in a Place of PaymentRegistrar, the Company shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Security or more new Securities of such series of any the same series, maturity date, interest rate and original issue date in authorized denominations, of denominations for a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the HolderHolder thereof, Securities of any series (except a Global Security) may be exchanged for other a Security or Securities of such series of any having authorized denominations, of a like denominations and an equal aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the such Securities to be exchanged at such office or agencythe offices of the Registrar and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued surrendered upon any registration of exchange or transfer or exchange of Securities provided for in this Indenture shall be promptly cancelled and disposed of by the valid obligations Trustee and the Trustee will deliver a certificate of disposition thereof to the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the . All Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executedexecuted by, by the Holder thereof or his or her attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the The Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving . No service charge shall be made for any transfersuch transaction. The Company shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security Securities of any series during for a period beginning at the opening of business 15 days before next preceding the day of the first mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. None Except under the limited circumstances described below, Securities represented by a Global Security will not be exchangeable for, and will not otherwise be issuable as, Securities in definitive registered form. Owners of beneficial interests in Global Securities, including members of, or participants in, the Depositary, shall not be considered holders thereof for any purpose under this Indenture. The rights of beneficial holders of such Global Securities shall be exercised only through the Depositary. Each of the Company, the Trustee, any paying agent of and the Trustee, any Paying Agent or the Security Registrar will shall not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security in the Securities, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.. Notwithstanding any other provision of this Section 2.09, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of a series shall no longer be eligible under Section 2.05, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 2.04 that the Securities of such series be represented by a Global Security shall no longer be effective and the Company will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities of such series, in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series, in exchange for such Global Security or Securities. The Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

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

Registration, Transfer and Exchange. The Company shall keep or cause the Security Registrar to be kept keep a register or registers (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of for transfers of Securities or of Securities of such series. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At If the Company maintains such Security Register, at all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities10.2. Subject to Section 2.042.4, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of PaymentPayment for that series, the Company shall execute, and the Trustee or its agent shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of such series the same series, of any authorized denominations, denominations and of a like tenor, aggregate principal amount and Stated Maturity and of like tenor and termsMaturity. Subject to Section 2.042.4, at the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, denominations and of a like tenor, aggregate principal amount and Stated Maturity and of like tenor and termsMaturity, upon surrender of the Securities to be exchanged at such office or agencyagency maintained by the Company in any Place of Payment for such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee or its agent shall authenticate and delivermake available for delivery, the Securities which the Securityholder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchangedexchange, no service charge shall be made imposed on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of any transfer or exchange of Securities, other than exchanges pursuant to Section 3.043.4, 9.06 9.6 or 11.07 11.7 not involving any transfer. The Company may but shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 11.3 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption or (iii) to register the transfer of or exchange any Security between any Regular Record Date and the related Interest Payment Date. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the Security Register as being a Holder, with respect to (1) the Securities; (2) the accuracy of any records maintained by the Depositary or any such participant; (3) the payment by the Depositary or any such participant of any amount in respect to the principal of or premium or interest on the Securities; (4) any notice which is permitted or required to be given to Holders of Securities under this Indenture; or (5) any consent given or other action taken by the Depositary as Holder of Securities. The Company initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment a register or registers (herein sometimes referred to as the “Security "Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Registered Securities of a particular series, and the registration of transfers of Securities or of Securities of such seriesRegistered Securities. Any such register The Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby initially appointed "Registrar" for the information contained in such register or registers purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Each Global Security authenticated under this Indenture shall be available registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or nominee thereof or to a successor of such Depositary or nominee thereof, and each such Global Security shall constitute a single Security for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02all purposes of this Indenture. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Registered Security of any series at the office or agency of the Company maintained for such purpose pursuant to Section 9.2 in a Place of PaymentPayment for that series, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities with Subordinated Guarantees endorsed thereon of the same series, of any authorized denominations and of a like aggregate principal amount and tenor and containing identical terms and provisions. Bearer Securities (except for any temporary global Bearer Securities) or any interest coupons appertaining thereto (except for interest coupons attached to any temporary global Bearer Security) shall be transferable by delivery. At the option of the Holder, Registered Securities of such any series (except a Registered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms. Subject to Section 2.04, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount containing identical terms and Stated Maturity and of like tenor and termsprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Registered Securities with Subordinated Guarantees endorsed thereon which the Securityholder Holder making the exchange is entitled to receive. All Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued upon any registration of transfer or in exchange of Securities shall be for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the valid obligations option of the CompanyHolder, evidencing Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same debtseries, of any authorized denominations, of like aggregate principal amount and entitled tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the same benefits under this IndentureHolder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest coupon or coupons in default, as such exchange may be effected if the Bearer Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Trustee duly executedin an amount equal to the face amount of such missing interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company, the Guarantors and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder thereof or his attorney duly authorized of such Security shall surrender to any Paying Agent any such missing interest coupon in writing. Unless respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in the Security to be registered for transfer or exchangedSection 9.2, no service charge interest represented by interest coupons shall be made on payable only upon presentation and surrender of those interest coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Bearer Security of any series during is surrendered at any such office or agency in exchange for a period beginning Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of at such series selected for redemption under Section 11.03 and ending at the close of business office or agency on the date of such mailingrelevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the interest coupon relating to register such Interest Payment Date or proposed date of payment, as the transfer case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of or the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such interest coupon, when due in accordance with the provisions of this Indenture. Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Guarantors, the Trustee nor the Registrar shall exchange any Security so selected Bearer Securities for redemption Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in partpart for Securities in certificated form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. None If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Subordinated Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Subordinated Guarantees endorsed thereon of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities. The Company may at any time in its sole discretion determine that Global Securities shall no longer be represented by such a Global Security or Securities. In such event the Company and the Guarantors shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities with Subordinated Guarantees endorsed thereon of such series of like tenor, shall authenticate and deliver, Securities with Subordinated Guarantees endorsed thereon of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities of such series of like tenor in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Global Security of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company, the TrusteeGuarantors and such Depositary. Thereupon, any agent of the TrusteeCompany and the Guarantors shall execute, any Paying Agent or and the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintainingTrustee shall authenticate and deliver, supervising or reviewing any records relating to such beneficial ownership interests.without service charge,

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee (or at any other office or agency maintained by the Company pursuant to Section 9.5) a register or registers (herein sometimes referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Securities or Debentures. The Trustee is hereby initially appointed "Debenture Registrar" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Holder may surrender the information contained in such register or registers shall be available Debentures for inspection by the Trustee transfer at the office Corporate Trust Office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the such other office or agency of the Company maintained designated for such purpose in a Place of Payment, the pursuant to Section 9.5. The Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsprinciple amount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Securityholder Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or exchange shall (shall, if so required by the Company or the Trustee) , be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Debenture Registrar, duly executed, executed by the Holder thereof or by his or her attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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

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

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

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

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, Debentures and of transfers of Debentures. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of Securities registering Debentures and transfers of such seriesDebentures as herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of or transfer of any Security of any series Debenture at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount. Subject to Section 2.04, at At the option of the Holder, Securities of any series Debentures may be exchanged for other Securities of such series Debentures of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and termsamount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Securityholder Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of SecuritiesDebentures, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures. Notwithstanding any of the foregoing, the Global Debenture shall be exchangeable pursuant to this Section 3.5 for Debentures registered in the names of Persons other than exchanges the Depository for such Debenture or its nominee only if (a) such Depository notifies the Company that it is unwilling or unable to continue as Depository for the Global Debenture, and the Company shall Notwithstanding any other provisions in this Indenture, the Global Debenture may not be transferred except as a whole by the Depository with respect to the Global Debenture to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository. Neither the Company nor the Trustee shall be required, pursuant to Section 3.04the provisions of this Section, 9.06 or 11.07 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security of any series Debenture during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 Debentures pursuant to Article 11 and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security Debenture so selected for redemption in whole or in part, except, in the case of any Debenture to be redeemed in part, any portion thereof not to be redeemed. None Upon any distribution of the CompanyDebentures to the holders of the Preferred Securities in accordance with the Trust Agreement, the Trustee, any agent Company and the Trustee shall enter into a supplemental indenture pursuant to Section 9.1 to provide for transfer procedures and restrictions with respect to the Debentures substantially similar to those contained in the Trust Agreement to the extent applicable in the circumstances existing at the time of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsdistribution.

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

Registration, Transfer and Exchange. The Company shall Paying Agent will keep or cause to be kept kept, at the Paying Agent’s Office, a register or registers (herein sometimes referred to as the “Security Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Paying Agent shall provide for the registration and transfer of Securities, or of Securities Bonds. The Bond Register shall at all times be open to inspection during the Paying Agent’s normal business hours by the District. Upon surrender of a particular series, and of transfers of Securities or of Securities of such series. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available Bond for inspection by the Trustee transfer at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained for such purpose in a Place of PaymentPaying Agent’s Office, the Company District shall executeexecute and, and if required, the Trustee Paying Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Bonds of such series of any authorized denominationsthe same Series, of a like tenor, and maturity and for an equivalent aggregate principal amount and Stated Maturity and of like tenor and termsor Accreted Value at maturity. Subject to Section 2.04, at the option of the Holder, Securities Bonds of any series Series may be exchanged for other Securities of such series of any authorized denominations, of a like an equivalent aggregate principal amount or Accreted Value at maturity of Bonds of other authorized denominations of the same Series, tenor, and Stated Maturity and of like tenor and termsmaturity, upon surrender of the Securities to be exchanged Bonds for exchange at such office or agencythe Paying Agent’s Office. Whenever any Securities are so surrendered Upon surrender of Bonds for exchange, the Company District shall executeexecute and, and if required, the Trustee Paying Agent shall authenticate and deliver, deliver the Securities which Bonds that the Securityholder Bondholder making the exchange is entitled to receive. All Securities Bonds surrendered upon any exchange or transfer provided for in this Paying Agent Agreement shall be promptly cancelled by the Paying Agent and thereafter disposed of as provided for in Section 2.9 (Cancellation). All Bonds issued upon any registration of transfer or exchange of Securities Bonds shall be the valid obligations of the CompanyDistrict, evidencing the same debt, and entitled to the same security and benefits under this IndenturePaying Agent Agreement, as the Securities Bonds surrendered upon such registration of transfer or exchange. Every Security Bond presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer transfer, in a form satisfactory to the Company and the Trustee Paying Agent, that is duly executed, executed by the Holder thereof Owner or by his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no service charge shall be made on All fees and costs of any Securityholder for any registration of transfer or exchange of Securities, but Bonds shall be paid by the Company may (unless otherwise provided in Bondholder requesting such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transferexchange. The Company Paying Agent shall not be required to transfer or exchange (i) to issue, register the transfer of or exchange any Security Bonds of any series Series during a the period beginning at established by the opening Paying Agent for the selection of business 15 days before the day of the mailing of a notice of redemption of Securities Bonds of such series selected Series for redemption under Section 11.03 and ending at the close of business on the date of such mailing, redemption; or (ii) to register the transfer of or exchange any Security so Bond that has been selected for redemption in whole or in part. None , except the unredeemed portion of such Bond selected for redemption in part, from and after the Company, the Trustee, any agent of the Trustee, any Paying Agent day that such Bond has been selected for redemption in whole or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsin part.

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

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register". The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his or her attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 3.05 for Securities registered in the names of Persons other than exchanges the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Global Security that is exchangeable pursuant to Section 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article XI and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.

Registration, Transfer and Exchange. The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. Such register is herein sometimes referred to as the "Securities or Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities of such seriesas herein provided. Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 10.02. There shall be only one Security Register per series of Securities. Subject to Section 2.04, upon Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained designated for such that purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same original Issue Date and Stated Maturity and of like tenor and having the same terms. Subject to Section 2.04, at At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of any authorized denominations, of a like aggregate principal amount amount, of the same Original Issue Date and Stated Maturity and of like tenor and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the TrusteeSecurities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Securities Registrar, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be registered for transfer or exchanged, no No service charge shall be made on any Securityholder to a Holder for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities. Notwithstanding any of the foregoing, any Global Security of a series shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than exchanges the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Any Global Security that is exchangeable pursuant to Section 3.04the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision in this Indenture, 9.06 or 11.07 not involving any transfer. The Company shall a Global Security may not be required transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary. Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (ia) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of selection for redemption of Securities of such series selected for redemption under Section 11.03 pursuant to Article Eleven and ending at the close of business on the date day of such mailing, mailing of notice of redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part. None , except, in the case of the Company, the Trusteeany Security to be redeemed in part, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating portion thereof not to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsbe redeemed.