Common use of Registration, Transfer and Exchange Clause in Contracts

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof, 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 like aggregate principal amount, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect (a) The Company shall cause to be kept at the Securities Corporate Trust Office of each series, the Trustee shall keep a register (the register maintained in such office or in any other office or agency of the Company in a Place of Payment being herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of Debt Securities and of transfers and exchanges of Debt Securities. Such register Security Register shall be in written form in the English language or in any other form capable of being accurately and completely converted into written such form within a reasonable time. At all reasonable times The Trustee is hereby appointed “Security Registrar” for the information contained in such register or registers shall be available for inspection at the Corporate Trust Office purpose of the Trustee or at such other office or agency to be maintained by registering Debt Securities and registering transfers and exchanges of Debt Securities as herein provided; provided, however, that the Company pursuant to Section 10.02 hereofmay appoint co-Security Registrars unless the terms of any series of Debt Securities provide otherwise. Upon due presentation surrender for registration of transfer of any Debt Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to that series pursuant to Section 10.02 hereofmaintained for such purpose, 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 and of any authorized denominations, of a like aggregate principal amount, tenor, Stated Maturity and with like terms and Scheduled Maturity Dateconditions. Any other provision of Except as otherwise provided in Section 3.4 and this Section 3.05 notwithstanding3.5, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At at the option of the Holder, Debt Securities of any series may be exchanged for other Debt Securities of such the same series of any authorized denominations, of like aggregate principal amount, tenor, amount and of a like Stated Maturity and with like terms and Scheduled Maturity Dateconditions, 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. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:.

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Issuers shall keep cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. The Issuers shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or in any other form capable replacement shall be effective until a successor Security Registrar with respect to such series of being converted into written form within Securities shall have been appointed by the Issuers and shall have accepted such appointment by the Issuers. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a reasonable time. At series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times the information contained in such register or registers times. There shall be available only one Security Register for inspection at the Corporate Trust Office each series of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofSecurities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such series, the Company Issuers 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. Whenever any Registered Securities are so surrendered for exchange, the Company Issuers shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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 Issuers 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 Issuers and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the next succeeding 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Issuers shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. If Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time the Depositary for the Securities of a series represented by one unwilling, unable or more Securities in global form notifies the Company that it is unwilling or unable ineligible 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 3.03 hereof, the Company, by Company Order, shall appoint depository and a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series depository is not appointed by the Company Issuers within 90 days after of the Company receives such notice or becomes aware of such ineligibilitydate the Issuers are so informed in writing, (ii) the Company’s election pursuant Issuers execute and deliver to Section 3.01 the Trustee an Issuer Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities of such series and as the Company will execute, and the Trustee, upon receipt result of an Authentication Order for event described in clause (i), (ii) or (iii) of the authentication and delivery of preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Issuers shall deliver to the Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Issuers. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Issuer Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Issuer Order with respect thereto to the Trustee, as the Issuers’ agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such series in definitive form and of surrendered global Security, a like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Issuers referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuers evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Issuers or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar for such Security duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Issuers shall not be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the same series under Section 11.3 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, without service charge:register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “"Security Register”") which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the "Security Registrar" for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If at any time the Depositary for the provided in or pursuant to this Indenture, with respect to Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such any series, or if at any time the Depositary for option of the Holder, Bearer Securities of such series shall no longer may be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary exchanged for the Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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 is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the next succeeding 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so informed in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officer's Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the Trustee upon receipt same series under Section 11.3 and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, without service charge:register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series of Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, it will provide for the registration of Registered Securities of such series and the registration of transfer of Registered Securities of such series. 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofTrustee. Upon due presentation for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series and of like terms and tenor, in authorized denominations for a like aggregate principal amount. Unregistered Securities (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery. At the Company 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 Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with respect to that Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 10.02 hereof2.3, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series having authorized denominations and an equal aggregate principal amount and of like terms and tenor, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, such Unregistered Securities may be exchanged for Unregistered Securities of such series and of like terms and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to Section 2.3, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly canceled and disposed of by the name Trustee and the Trustee will deliver a certificate of disposition thereof to the designated transferee Issuer. All Registered Securities presented for registration of transfer, exchange, redemption or transfereespayment shall (if so required by the Issuer or the Trustee) be duly endorsed by, one or more new be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. 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 Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any authorized denominationsSecurity to be redeemed in part, of like aggregate principal amount, tenor, terms and Scheduled Maturity Datethe portion thereof not so to be redeemed. Any Notwithstanding any other provision of this Section 3.05 notwithstanding2.8, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive registered form, a Registered Global 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the any Registered Securities of a series represented by one or more Registered Global Securities in global form notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the such Registered Securities of such series, or if at any time the Depositary for the such Registered Securities of such series shall no longer be eligible under Section 3.03 hereof2.4, the Company, by Company Order, Issuer shall appoint a successor Depositary with respect to the Securities of such seriesRegistered Securities. If a successor Depositary for the such Registered Securities of such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company’s Issuer's election pursuant to Section 3.01 2.3 that such Registered Securities be represented by one or more Registered Global Securities in global form shall no longer be effective with respect to the Securities of such series and the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Order Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive formregistered form without Coupons and of like terms and tenor, in any authorized denominations, in an aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Registered Global Security or Securities in global form representing such series, Registered Securities in exchange for such Registered Global Security or Securities in global formSecurities. The Company Issuer may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual the Registered Securities of any series issued in global the form of one or more Registered Global Securities shall no longer be represented by such a Registered Global Security or Securities in global formSecurities. In such event the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons and of like terms and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series and of like terms and tenor in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee The Bank shall keep at the Designated Payment/Transfer Office a register (herein sometimes referred to as the “Security Register”"Registration Books") which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee City or the Bank may prescribe, the Bank shall provide for the registration of the Securities and registration of transfers of the Securities as herein provided. Such Upon surrender for transfer or exchange of any Security at the Designated Payment/Transfer Office of the Bank, the Bank shall register and deliver, in the name of the designated transferee or transferees, one or more new fully registered Securities of the same maturity, of any authorized denomination, and of a like aggregate principal amount, all in accordance with the terms of the Ordinance. Every Security presented or surrendered for transfer or exchange shall be duly endorsed (if so required by the Bank) or be accompanied by a written instrument of transfer in form satisfactory to the Bank duly executed by the Holder or the attorney thereof duly authorized in writing. Neither the City nor the Bank shall be required (i) to issue, transfer, or exchange any Security subject to redemption during a period beginning at the opening of business thirty (30) days before the day of the first mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Security after it is so selected for redemption, in whole or in part, prior to the redemption date; except that at the option of the Holder of at least $1,000,000 in principal amount of a series of Securities, the Bank is required to transfer or exchange any such Security which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Securities is discontinued, the City shall provide an adequate inventory of Security certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Security certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. The Bank as Registrar will maintain the records of the Registration Books in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Registration Books in any form other than those which the Bank has currently available and currently utilizes at the time. The Registration Books may be maintained 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof, 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 like aggregate principal amount, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:.

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for registration of transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. 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 inspection, during normal business hours, at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof, 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 like aggregate principal amount, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect The Company shall cause to be kept at the Securities Corporate Trust Office of each series, the Trustee shall keep or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment or in such other place or medium as may be specified pursuant to Section 3.1 a register for each series of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. 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 information contained in such register or registers shall be available for inspection at the Corporate Trust Office of Unless otherwise provided as contemplated by Section 3.1, the Trustee or at such other office or agency to be maintained by is hereby appointed “Registrar” for the Company pursuant to Section 10.02 hereofpurpose of registering Registered Securities and transfers of Registered Securities, and for the purpose of maintaining the Register in respect thereof, as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof9.2 in a Place of Payment 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 the same series, of any authorized denominations and of a like aggregate principal amount. Unless otherwise provided as contemplated by Section 3.1, 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 and of a like aggregate principal amount containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified pursuant to Section 3.1 with respect to a series of Securities or as otherwise provided below in this Section 3.5, owners of beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to have Securities of such series registered in their names, will not receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be considered the Holders or owners thereof for any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Datepurposes hereunder. Any Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for Securities in certificated form in the individual Securities represented thereby, in definitive formcircumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred or exchanged except as a whole by the Depositary Depository for such series to a nominee of such Depositary, Depository or by a nominee of such Depositary Depository to such Depositary Depository or another nominee of such Depositary, Depository or by such Depositary Depository or any such nominee to a successor Depositary Depository for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receiveDepository. If at any time the Depositary Depository for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Securities of such series, series or if at any time the Depositary Depository for the Securities of such series notifies the Company that it shall no longer be eligible under Section 3.03 hereof3.3, the Company, by Company Order, shall appoint a successor Depositary Depository with respect to the Securities of such series. If Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary 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 3.01 that such Securities be represented by one or more Securities in global form 3.1(b) (25) shall no longer be effective with respect to the Securities of such series and the Company will shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive certificated form, in authorized denominations, denominations and in an aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Security or Securities of such series of like tenor in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any 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 will shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive certificated Securities of such series and of the same terms and like tenor, will shall authenticate and deliver deliver, Securities of such series of like tenor in definitive certificated form, in authorized denominations, 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 representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary Depository for such series of Securities may surrender a Security in global form for of such series of Securities in exchange in whole or in part for Securities of such series in definitive certificated form and of like terms and tenor on such terms as are acceptable to the Company and such DepositaryDepository. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such register Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or in any other form capable pursuant to this Indenture or the Securities, the initial Security Registrar for each 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 as specified in the last paragraph of Section 1002. The Company shall have the right to remove and replace from time to time the Security Registrar for inspection at the Corporate Trust Office any series of the Trustee Securities; provided that no such removal or at replacement shall be effective until a successor Security Registrar with respect to such other office or agency to be maintained series of Securities shall have been appointed by the Company and shall have accepted such appointment. 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 for each series of Securities. Except as otherwise provided in or pursuant to Section 10.02 hereof. Upon due presentation this Indenture, upon surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Dateprovisions. Any other provision of Except as otherwise provided in or pursuant to this Section 3.05 notwithstandingIndenture, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any time Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Depositary 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 is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless from and against any and all loss, liability or expense. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, the global Securities of a any series represented by one or more shall be exchangeable for definitive certificated Securities in of such series only if (i) the Depository for such global form Securities notifies the Company that it is unwilling or unable to continue as Depositary a Depository for the such global Securities of such series, or if at any time the Depositary Depository for such global Securities ceases to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no successor Depository for such Securities shall have been appointed within 90 days of such notification or of the Company becoming aware of the Depository’s ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, determines that the Securities of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more global Securities in and executes and delivers to the Trustee a Company Order to the effect that such global form Securities shall no longer be effective so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to such Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the Depository (or Securities its custodian) as shall be specified in global form representing such series the Company Order with respect thereto (which the Company agrees to deliver), and in exchange accordance with instructions given to the Trustee and the Depository (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, and which shall be in such denominations and, in the case of Registered Securities, registered in such names, as shall be specified by the Depository, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository (or its custodian) or such other Depository (or its custodian) referred to above in accordance with the instructions of the Company referred to above, and the Trustee shall endorse such global Security to reflect the decrease in the principal amount thereof resulting from such exchange. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture and the applicable Guarantees as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107, upon repayment or repurchase in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Shares or other securities or property pursuant to its terms, in each case not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, and register the Trustee upon receipt transfer of an Authentication Order or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for the authentication and delivery redemption of definitive Securities of like tenor and terms and of the same series under Section 1103 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption, except in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and terms and of the same series, provided that such Registered Security shall authenticate be simultaneously surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder pursuant to Article Thirteen and delivernot withdrawn, without service charge:except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee (a) The Company shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information cause to be provided to the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. 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 kept at the Corporate Trust Office of the Trustee or at a register (the registers maintained in such office and in any other office or agency to be maintained by of the Company pursuant in a Place of Payment being herein sometimes collectively referred to Section 10.02 hereofas the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers and exchanges of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Registered Securities and registering transfers and exchanges of Registered Securities as herein provided; provided, however, that the Company may appoint co-Security Registrars or the terms of any series of Debt Securities may provide otherwise. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to that series pursuant to Section 10.02 hereofmaintained for such purpose, 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 and of any authorized denominations, of a like aggregate principal amount, tenor, Stated Maturity and with like terms and Scheduled Maturity Dateconditions. Any other provision of Except as otherwise provided in Section 3.4 and this Section 3.05 notwithstanding3.5, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At 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 like aggregate principal amount, tenor, amount and of a like Stated Maturity and with like terms and Scheduled Maturity Dateconditions, 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. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:.

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If at any time the Depositary for the provided in or pursuant to this Indenture, with respect to Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such any series, or if at any time the Depositary for option of the Holder, Bearer Securities of such series shall no longer may be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary exchanged for the Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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, the Guarantor 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, the Guarantor and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the next succeeding 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so informed in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officer’s Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantor, respectively, evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the Trustee upon receipt same series under Section 11.3 and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, without service charge:register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect to The Securities are issuable only in registered form. The Company will keep at each office or agency (the “Registrar”) for each series of Securities of each series, the Trustee shall keep a register or registers (herein sometimes referred to as the “Security RegisterRegister(s)”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, it will register, and will register the transfer of Securities as provided in this Article. Such register Security Register or 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofTrustee. The initial Registrar shall be the Trustee. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other each such office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofagency, the Company shall executeexecute a new Security or Securities of the same series, in each case, of any authorized denominations and the Trustee shall authenticate and deliver, of a like aggregate Principal Amount in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominationsthe applicable Guarantors, of like aggregate principal amountif any, tenorshall execute the Guarantees endorsed thereon and, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities upon receipt of a series may not be transferred except as a whole by Company Order, the Depositary Trustee shall authenticate and make available for delivery 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 DepositarySecurities. 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, tenor, terms Principal Amount and Scheduled Maturity DateStated Maturity, 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, execute the Securities which the Securityholder Holder making the exchange is entitled to receive. If at any time , the Depositary for applicable Guarantors, if any, shall execute the Securities Guarantees endorsed thereon and, upon receipt of a series represented Company Order, the Trustee shall authenticate and make available for delivery such Securities. A Holder may transfer a Security only by one or more Securities 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 global form notifies the Company that it is unwilling or unable Security Register. Prior to continue the registration of any transfer by a Holder 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 3.03 hereofprovided herein, the Company, by Company Orderthe Guarantors, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will executeif any, and the Trustee or any of their respective agents 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 Guarantors, if any, the Trustee, upon receipt 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 Depository (or its nominee) 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 Authentication Order for the authentication and delivery equal Principal Amount of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in other authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of Registrar shall register the Security transfer or Securities in global form representing such series, in make the exchange as requested if the requirements for such Security or transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute the Securities, the applicable Guarantors, if any, shall execute the Guarantees endorsed thereon and the Trustee shall authenticate Securities in global format the Registrar’s request. The Company may at require payment of a sum sufficient to cover any time and tax or other governmental charge that may be imposed in its sole discretion and subject 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 the procedures 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 the Depositary determine that individual (a) any Securities of any series issued for a period of 15 calendar 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 global form shall no longer be represented by 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 transfer or exchange of Securities in global form. In such event shall be valid obligations of the Company will executeCompany, evidencing the same debt, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of entitled to the same terms and tenorbenefits under this Indenture, will authenticate and deliver as the Securities of surrendered upon such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security transfer or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:exchange.

Registration, Transfer and Exchange. With respect to the Securities of each series, if any, the Trustee Company shall keep cause to be kept, at an office or agency of the Company maintained pursuant to Section 10.2, a register (herein sometimes referred to as the “"Security Register”") which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities of each series and of transfers of the Securities of each series. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers and exchanges of Securities as herein provided; provided that the Company may, from time to time, designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the Securities of one or more series, with notice to the Trustee may prescribe. Such register shall be and as provided in written form or in any other form capable of being converted into written form within a reasonable timeSection 1.6 to the Holders. At all reasonable times the information contained in such register or registers Security Register shall be available open for inspection at by the Corporate Trust Office of Company. In the event that the Trustee or shall not be the Security Registrar, it shall have the right to examine the Security Register at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofall reasonable times. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to maintained for that series pursuant to Section 10.02 hereof10.2, the Company shall execute, and the Trustee Trustee, at the direction of the Company, 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 an authorized denominationsdenomination, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Dateprovisions. Any Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any such office or agencyagency of the Company maintained for that series pursuant to Section 10.2. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee Trustee, at the direction of the Company, shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof3.3, the Company, by Company Order, 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 's election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form 3.1(c) shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive form, in authorized denominations, form in an aggregate principal amount, amount and of like terms and tenor, tenor equal to the principal amount of the Security or Securities in global form representing such series, series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of individual definitive Securities of such series and of the same terms and tenor, will authenticate and deliver individual Securities of such series in definitive form, form in authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for individual Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication a Company Order for the authentication and delivery of individual definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.02 for each series of Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, or registers in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, it will provide for the registration of Registered Securities of such series and the registration of transfer of Registered Securities of such series. 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofTrustee. Upon due presentation for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. Unregistered Securities (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery. At the Company 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 Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with respect to that Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 10.02 hereof2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02 or as specified pursuant to Section 2.03 with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to Section 2.03, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the name Trustee and the Trustee will deliver a certificate of disposition thereof to the designated transferee Issuer. All Registered Securities presented for registration of transfer, exchange, redemption or transfereespayment shall (if so required by the Issuer or the Trustee) be duly endorsed by, one or more new be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. 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 Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any authorized denominationsSecurity to be redeemed in part, of like aggregate principal amount, tenor, terms and Scheduled Maturity Datethe portion thereof not so to be redeemed. Any Notwithstanding any other provision of this Section 3.05 notwithstanding2.08, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive registered form, a Registered Global 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the any Registered Securities of a series represented by one or more Registered Global Securities in global form notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the such Registered Securities of such series, or if at any time the Depositary for the such Registered Securities of such series shall no longer be eligible under Section 3.03 hereof2.04, the Company, by Company Order, Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to the Securities of such seriesRegistered Securities. If a successor Depositary eligible under Section 2.04 for the such Registered Securities of such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company’s Issuer's election pursuant to Section 3.01 2.03 that such Registered Securities be represented by one or more Registered Global Securities in global form shall no longer be effective with respect to the Securities of such series and the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Order Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive formregistered form without coupons, in any authorized denominations, in an aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Registered Global Security or Securities in global form representing such series, Registered Securities in exchange for such Registered Global Security or Securities in global formSecurities. The Company Issuer may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual the Registered Securities of any series issued in global the form of one or more Registered Global Securities shall no longer be represented by such a Registered Global Security or Securities in global formSecurities. In such event the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect to the Securities of each series, if any, the Trustee Company shall keep cause to be kept, at an office or agency of the Company maintained pursuant to Section 10.2, a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities of each series and of transfers of the Securities of each series. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided; provided that the Company may, from time to time, designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the Securities of one or more series, with notice to the Trustee may prescribe. Such register shall be and as provided in written form or in any other form capable of being converted into written form within a reasonable timeSection 1.6 to the Holders. At all reasonable times the information contained in such register or registers Security Register shall be available open for inspection at by the Corporate Trust Office of Company. In the event that the Trustee or shall not be the Security Registrar, it shall have the right to examine the Security Register at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofall reasonable times. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to maintained for that series pursuant to Section 10.02 hereof10.2, the Company shall execute, and the Trustee Trustee, upon receipt of a Company Order, Officers’ Certificate and Opinion of Counsel, 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 an authorized denominationsdenomination, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Dateprovisions. Any Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any such office or agencyagency of the Company maintained for that series pursuant to Section 10.2. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee Trustee, upon receipt of a Company Order, Officers’ Certificate and Opinion of Counsel, shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof3.3, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form 3.1(c) shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order a Company Order, Officers’ Certificate and Opinion of Counsel for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive form, in authorized denominations, form in an aggregate principal amount, amount and of like terms and tenor, tenor equal to the principal amount of the Security or Securities in global form representing such series, series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order a Company Order, Officers’ Certificate and Opinion of Counsel for the authentication and delivery of individual definitive Securities of such series and of the same terms and tenor, will authenticate and deliver individual Securities of such series in definitive form, form in authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for individual Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order a Company Order, Officers’ Certificate and Opinion of Counsel for the authentication and delivery of individual definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect The Notes are issuable only in registered form. The Company will keep at the office or agency to be maintained for the Securities of each seriespurpose as provided in Section 4.02 (the “Registrar”), the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, it will register, and will register the transfer of, Notes as in this Article provided. The name and address of the registered holder of each Note and the amount of each Note will be recorded in the Register. Such register 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 Such Register shall be open for inspection by the Trustee at all reasonable times times. The Registrar shall provide to the information contained in such register or registers shall be available for inspection at the Corporate Trust Office Company a duplicate of the Trustee or at such other office or agency Register to be maintained by the Company pursuant at its registered office in the Cayman Islands (in accordance with the Companies Law of the Cayman Islands). The Registrar agrees to Section 10.02 hereofprovide to the Company updates to the Register within two (2) Business Days after any changes are made thereto. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofNote, 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 Note or more new Securities of such series of any Notes in authorized denominations, of denominations for a like aggregate principal amount, tenor, . A Holder may register the transfer of a Note only by written application to the Registrar stating the name of the proposed transferee and that the transfer otherwise complies with the terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstandingIndenture. No such registration of transfer shall be effected until, unless and until it is exchanged in whole or in part for such transferee shall succeed to the individual Securities represented therebyrights of a Holder only upon, in definitive form, a Security in global form representing all or a portion final acceptance and registration of the Securities transfer by the Registrar in the Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Trustee and any agent of any of them shall treat the Person in whose name the Note is registered as the owner thereof for all purposes whether or not the Note 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 series Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may not be transferred except as effected only through a whole book entry system maintained by the Depositary for such series to a nominee Holder of such Depositary, Global Note (or by its agent) and that ownership of a nominee of such Depositary beneficial interest in the Note shall be required to such Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to be reflected in a successor Depositary for such series or a nominee of such successor Depositarybook entry. 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, denomination and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities Notes to be exchanged at to the Registrar. When Notes are presented to the Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, 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 shall authenticate and deliver, Notes at the Securities which the Securityholder making the Registrar’s request. Every Note presented or surrendered for registration of transfer or for exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, or shall (if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company Order, 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 so required by the Company within 90 days after or the Company receives such notice Registrar) be duly endorsed, or becomes aware be accompanied by a written instrument of such ineligibilitytransfer duly executed, the Company’s election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to Holder thereof or his attorney duly authorized in writing in a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable satisfactory to the Company and the Registrar. The Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Notes (other than any such Depositarytransfer taxes or other similar governmental charge payable upon exchanges). ThereuponNo 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 Notes for a period of 15 days next preceding the first mailing of notice of redemption of Notes to be redeemed or (b) any Notes called or being called for redemption. All Notes issued upon any transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Claims against the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery payment of definitive Securities principal of, premium, if any, or interest, on the Notes will become void unless presentation for payment is made as required in the Indenture within a period of such series, shall authenticate and deliver, without service charge:six years.

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “"Security Register”") which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the "Security Registrar" for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If at any time the Depositary for the provided in or pursuant to this Indenture, with respect to Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such any series, or if at any time the Depositary for option of the Holder, Bearer Securities of such series shall no longer may be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary exchanged for the Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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, the Guarantor 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, the Guarantor and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the next succeeding 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so informed in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officer's Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and the Guarantor, respectively, evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the Trustee upon receipt same series under Section 11.3 and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, without service charge:register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.02 for each series of Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, or registers in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, it will provide for the registration of Registered Securities of such series and the registration of transfer of Registered Securities of such series. 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofTrustee. Upon due presentation for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other such office or agency to be maintained for the purpose as provided in Section 3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. Unregistered Securities (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery. At the Company 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 Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with respect to that Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 10.02 hereof2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.02 or as specified pursuant to Section 2.03, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to Section 2.03, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the name Trustee and the Trustee will deliver a certificate of disposition thereof to the designated transferee Issuer. All Registered Securities presented for registration of transfer, exchange, redemption or transfereespayment shall (if so required by the Issuer or the Trustee) be duly endorsed by, one or more new be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by the Holder or his attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction. 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 Securities of such series to be redeemed or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any authorized denominationsSecurity to be redeemed in part, of like aggregate principal amount, tenor, terms and Scheduled Maturity Datethe portion thereof not so to be redeemed. Any Notwithstanding any other provision of this Section 3.05 notwithstanding2.08, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive registered form, a Registered Global 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the any Registered Securities of a series represented by one or more Registered Global Securities in global form notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the such Registered Securities of such series, or if at any time the Depositary for the such Registered Securities of such series shall no longer be eligible under Section 3.03 hereof2.04, the Company, by Company Order, Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to the Securities of such seriesRegistered Securities. If a successor Depositary eligible under Section 2.04 for the such Registered Securities of such series is not appointed by the Company Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company’s Issuer's election pursuant to Section 3.01 2.03 that such Registered Securities be represented by one or more Registered Global Securities in global form shall no longer be effective with respect to the Securities of such series and the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Order Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive formregistered form without coupons, in any authorized denominations, in an aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Registered Global Security or Securities in global form representing such series, Registered Securities in exchange for such Registered Global Security or Securities in global formSecurities. The Company Issuer may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual the Registered Securities of any series issued in global the form of one or more Registered Global Securities shall no longer be represented by such a Registered Global Security or Securities in global formSecurities. In such event the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the related Series Authorization, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture or the related Series Authorization, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If at any time provided in or pursuant to this Indenture or the Depositary for the related Series Authorization, with respect to Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such any series, or if at any time the Depositary for option of the Holder, Bearer Securities of such series shall no longer may be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary exchanged for the Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture or the related Series Authorization and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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 is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.02, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the next succeeding 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture or the related Series Authorization, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture or the related Series Authorization. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture or the related Series Authorization, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so informed in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture or the related Series Authorization, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture or the related Series Authorization) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture or the related Series Authorization) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, Section 9.05 or Section 11.07 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture or the related Series Authorization, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the Trustee upon receipt same series under Section 11.04 and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, without service charge:register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect The Company shall cause to be kept at the Securities Corporate Trust Office of each series, the Trustee shall keep 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 (herein sometimes referred to as the “Security "Register”") which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. 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 at the Corporate Trust Office purpose of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofregistering Registered Securities and transfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof9.2 in a Place of Payment 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 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 tenor and containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount, tenor, amount and tenor and containing identical terms and Scheduled Maturity conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing interest coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by interest coupons shall be payable only upon presentation and surrender of those interest coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such interest coupon, when due in accordance with the provisions of this Indenture. Any Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Trustee nor the Registrar shall exchange any Bearer Securities for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof3.3, the Company, by Company Order, 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 election 's designation of the Depositary pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form 3.1(b)(23) shall no longer be effective with respect to the Securities of such series and the Company will shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive certificated form, in authorized denominations, denominations and in an aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Security or Securities of such series of like tenor in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company will shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive certificated Securities of such series and of the same terms and like tenor, will shall authenticate and deliver deliver, Securities of such series of like tenor in definitive certificated form, in authorized denominations, 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 representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Security in global form for of such series of Securities in exchange in whole or in part for Securities of such series in definitive certificated form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such register Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or in any other form capable pursuant to this Indenture or the Securities, the initial Security Registrar for each 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 as specified in the last paragraph of Section 1002. The Company shall have the right to remove and replace from time to time the Security Registrar for inspection at the Corporate Trust Office any series of the Trustee Securities; provided that no such removal or at replacement shall be effective until a successor Security Registrar with respect to such other office or agency to be maintained series of Securities shall have been appointed by the Company and shall have accepted such appointment. 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 for each series of Securities. Except as otherwise provided in or pursuant to Section 10.02 hereof. Upon due presentation this Indenture, upon surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Dateprovisions. Any other provision of Except as otherwise provided in or pursuant to this Section 3.05 notwithstandingIndenture, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any time Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Depositary 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 is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless from and against any and all loss, liability or expense. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, the global Securities of a any series represented by one or more shall be exchangeable for definitive certificated Securities in of such series only if (i) the Depository for such global form Securities notifies the Company that it is unwilling or unable to continue as Depositary a Depository for the such global Securities of such series, or if at any time the Depositary Depository for such global Securities ceases to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no successor Depository for such Securities shall have been appointed within 90 days of such notification or of the Company becoming aware of the Depository’s ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, determines that the Securities of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more global Securities in and executes and delivers to the Trustee a Company Order to the effect that such global form Securities shall no longer be effective so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to such Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the Depository (or Securities its custodian) as shall be specified in global form representing such series the Company Order with respect thereto (which the Company agrees to deliver), and in exchange accordance with instructions given to the Trustee and the Depository (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, and which shall be in such denominations and, in the case of Registered Securities, registered in such names, as shall be specified by the Depository, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository (or its custodian) or such other Depository (or its custodian) referred to above in accordance with the instructions of the Company referred to above, and the Trustee shall endorse such global Security to reflect the decrease in the principal amount thereof resulting from such exchange. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107, upon repayment or repurchase in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Shares or other securities or property pursuant to its terms, in each case not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, and register the Trustee upon receipt transfer of an Authentication Order or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for the authentication and delivery redemption of definitive Securities of like tenor and terms and of the same series under Section 1103 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption, except in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and terms and of the same series, provided that such Registered Security shall authenticate be simultaneously surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder pursuant to Article Thirteen and delivernot withdrawn, without service charge:except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With The Company shall cause to be kept at each office or agency maintained for registrations of transfers and exchanges in a Place of Payment pursuant to Section 10.2 with respect to the Securities of each seriesseries a register in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall keep a provide for the registration of Securities and of transfers of Securities. Each such register (is herein sometimes referred to as the “Security Securities Register”) which .” The Company shall provide designate one Person to maintain the Securities Register for the registration Securities of each series on a consolidated basis, and such Person is referred to herein, with respect to such series, as the “Securities Registrar.” The Company appoints the Trustee as Securities Registrar unless otherwise specified with respect to any particular series in accordance with Section 3.1. Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices as an office in which a register with respect to the Securities of one or more series shall be maintained, and the Company may designate itself the Securities Registrar with respect to one or more of such series, and . The Company may revoke any designation of a Securities Registrar theretofore made by it. The Securities Register shall be open for transfers of Securities of such series, in accordance with information to be provided to inspection by the Trustee by and the Company, subject to such reasonable regulations as the Trustee may prescribe. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At Company at all reasonable times the information contained in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereoftimes. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to designated for that series pursuant to Section 10.02 hereof, 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, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 same Original Issue Date and Stated Maturity and having 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 Depositarysame terms. 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, tenor, terms of the same Original Issue Date and Scheduled Stated Maturity Dateand 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 that the Securityholder Holder making the exchange is entitled to receive. If at All Securities issued upon any time transfer or exchange of Securities shall be the Depositary for the Securities valid obligations of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Orderevidencing the same debt, shall appoint a successor Depositary with respect and entitled to the Securities of such series. If a successor Depositary for same benefits under this Indenture, as the Securities of surrendered upon such series is not appointed transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series transfer in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable satisfactory to the Company and such Depositarythe Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. The provisions of Clauses (1), (2), (3) and (4) below shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service chargeapply only to Global Securities:

Registration, Transfer and Exchange. With respect to the Securities of each series, if any, the Trustee Company shall keep cause to be kept, at an office or agency of the Company maintained pursuant to Section 10.02, a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities of each series and of transfers of the Securities of such series. In the event that the Trustee may prescribe. Such register shall not be in written form or in any other form capable of being converted into written form within a reasonable time. At the Security Registrar, it shall have the right to examine the Security Register at all reasonable times times. Wilmington Trust, National Association is hereby initially appointed as Security Registrar for each series of Securities. In the information contained in such register or registers shall be available for inspection at the Corporate Trust Office of event that the Trustee or at such other office or agency shall cease to be maintained by Security Registrar with respect to a series of Securities, the Company pursuant Trustee shall have the right to Section 10.02 hereofexamine the Security Register for such series at all reasonable times. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to that maintained for such series pursuant to Section 10.02 hereof10.02, 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 the same series of any authorized denominations, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. If at Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.01, any time the Depositary global Security of any series shall be exchangeable for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, only if (i) the Company, by Company Order, shall appoint Securities Depository is at any time unwilling or unable or ineligible to continue as Securities Depository and a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so notified in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Company will execute, and or the Trustee, upon receipt Depository shall request such exchange. If the beneficial owners of an Authentication Order interests in a global Security are entitled to exchange such interests for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of like tenor and principal amount of any authorized form and denomination, as specified as contemplated by Section 3.01, then without unnecessary delay but in any event not later than the same terms and tenorearliest date on which such interests may be so exchanged, will authenticate and the Company shall deliver to the Trustee definitive Securities of such that series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or such other depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such other depository, as the case may be (which instructions shall be in writing but need not comply with Section 1.02 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities in global form representing such of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of such series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or Securities the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in global formaccordance with the instructions of the Company referred to above. If specified a Security is issued in exchange for any portion of a global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest will not be payable 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 provisions of this Indenture. All Securities endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt, and entitling the Holders thereof 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, redemption or conversion shall (if so required by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, or the Depositary Security Registrar for such series of Securities may surrender Security presented) be duly endorsed, or be accompanied by a Security written instrument of transfer in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable satisfactory to the Company and such DepositarySecurity Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, redemption or conversion of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.05, 9.06 or 11.07 not involving any transfer. Except as otherwise specified as contemplated by Section 3.01, the Company shall executenot be required (i) to issue, and register the Trustee upon receipt transfer of an Authentication Order or exchange any Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for the authentication and delivery redemption of definitive Securities of such seriesseries under Section 11.03 and ending at the close of business on the day of such selection, shall authenticate and deliveror (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, without service charge:except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms specified as contemplated by Section 3.01, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be repaid.

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee (a) The Company shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information cause to be provided to the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. 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 kept at the Corporate Trust Office of the Trustee or at a register (the registers maintained in such office and in any other office or agency to be maintained by of the Company pursuant in a Place of Payment being herein sometimes collectively referred to Section 10.02 hereofas the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers and exchanges of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Registered Securities and registering transfers and exchanges of Registered Securities as herein provided; PROVIDED, HOWEVER, that the Company may appoint co-Security Registrars or the terms of any series of Debt Securities may provide otherwise. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to that series pursuant to Section 10.02 hereofmaintained for such purpose, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, 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 and of any authorized denominations, of a like aggregate principal amount, tenor, Stated Maturity and with like terms and Scheduled Maturity Dateconditions. Any other provision of Except as otherwise provided in Section 3.04 and this Section 3.05 notwithstanding3.05, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At 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 like aggregate principal amount, tenor, amount and of a like Stated Maturity and with like terms and Scheduled Maturity Dateconditions, 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 delivermake available for delivery, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:.

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept, at an office or agency of the Company maintained pursuant to Section 1002 (the “Security Registrar”), a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of each series and of transfers of the Registered Securities of such series. In the event that the Trustee may prescribe. Such register shall not be in written form or in any other form capable of being converted into written form within a reasonable time. At the Security Registrar, it shall have the right to examine the Security Register at all reasonable times times. The Trustee is hereby initially appointed as Security Registrar for each series of Securities. In the information contained in such register or registers shall be available for inspection at the Corporate Trust Office of event that the Trustee or at such other office or agency shall cease to be maintained by Security Registrar with respect to a series of Securities, the Company pursuant Trustee shall have the right to Section 10.02 hereofexamine the Security Register for such series at all reasonable times. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to that maintained for such series pursuant to Section 10.02 hereof1002, 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, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. If at Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order exchangeable for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:only if

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers and exchanges of the Registered Securities of such series. Such register Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or in any other form capable pursuant to this Indenture or the Securities, the initial Security Registrar for each 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 as specified in the second to last paragraph of Section 1002. The Company shall have the right to remove and replace from time to time the Security Registrar for inspection at the Corporate Trust Office any series of the Trustee Securities; provided that no such removal or at replacement shall be effective until a successor Security Registrar with respect to such other office or agency to be maintained series of Securities shall have been appointed by the Company and shall have accepted such appointment. 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 for each series of Securities. Except as otherwise provided in or pursuant to Section 10.02 hereof. Upon due presentation this Indenture, upon surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such series, the Company shall execute, and and, upon Company Order, 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Dateprovisions. Any other provision of Except as otherwise provided in or pursuant to this Section 3.05 notwithstandingIndenture, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and and, upon Company Order, the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. If at any time Notwithstanding the Depositary for foregoing, except as otherwise provided in or pursuant to this Indenture, the global Securities of a any series represented by one or more shall be exchangeable for definitive certificated Securities in of such series only if (i) the Depository for such global form Securities notifies the Company that it is unwilling or unable or no longer qualified to continue as Depositary a Depository for the such global Securities of such series, or if at any time the Depositary Depository for such global Securities ceases to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no successor Depository for such Securities shall have been appointed by the Company within 90 days of such notification or of the Company becoming aware of the Depository’s ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion and subject to the Depository’s procedures, determines that the Securities of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more global Securities in and executes and delivers to the Trustee a Company Order to the effect that such global form Securities shall no longer be effective so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to the such Securities of such series and the Depository or the Company will execute, and specifically requests such exchange. If the Trustee, upon receipt beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an Authentication Order for event described in clause (i), (ii) or (iii) of the authentication and delivery of preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the Depository (or Securities its custodian) as shall be specified in global form representing such series the Company Order with respect thereto (which the Company agrees to deliver), and in exchange accordance with instructions given to the Trustee and the Depository as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which shall be in such denominations and, in the case of Registered Securities, registered in such names, as shall be specified by the Depository, but subject to the satisfaction of any certification or other requirements to the issuance of securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and tenor ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository (or its custodian) or such other Depository (or its custodian) referred to above in accordance with the instructions of the Company referred to above, and the Trustee shall endorse such global Security to reflect the decrease in the principal amount thereof resulting from such exchange. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107, upon repayment or repurchase in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Equity or other securities or property pursuant to its terms, in each case not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, and register the Trustee upon receipt transfer of an Authentication Order or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for the authentication and delivery redemption of definitive Securities of like tenor and terms and of the same series under Section 1103 and ending at the close of business on the day of such seriesselection, shall authenticate or (ii) to register the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption, except in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder pursuant to Article Thirteen and delivernot withdrawn, without service charge:except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” or “Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If A global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time the Depositary for the Securities of a series represented by one unwilling, unable or more Securities in global form notifies the Company that it is unwilling or unable ineligible 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 3.03 hereof, the Company, by Company Order, shall appoint Depository and a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware is so informed in writing, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act of such ineligibility1934, (iii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable or more Securities in global form shall no longer be effective (iv) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii), (iii) or (iv) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and tenor ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid and legally binding obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, signature guaranteed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof, signature guaranteed, or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 3.4, 3.6 and 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of selection of Securities of like tenor and the Trustee upon receipt same series under Section 11.3 for redemption and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such seriesselection, shall authenticate and deliver(ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, without service charge:except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed; or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect The Indenture Trustee will keep, on behalf of the Owner Trustee, at each office or agency to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide be maintained for the registration of Securities of such series, and for transfers of Securities of such series, purpose as provided in accordance with information to be provided to the Trustee by the CompanySection 3.02 hereof a Register or Registers on which, subject to such reasonable regulations as the Trustee it may prescribe, it will register, and will register the transfer of, Certificates as provided in this Article. Such register 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 the information contained in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or Certificate at any other such office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofagency, the Company Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Certificate or Certificates of the same Series and Maturity, one or more new Securities of such series of any principal amount and interest rate and in authorized denominations, of like denominations for an equal aggregate principal amount; provided, tenor, terms and Scheduled Maturity Datethat such Certificate being transferred shall be cancelled in accordance with Section 2.08 hereof simultaneously with the issuance of the new Certificate. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole Certificate or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series Certificates may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender a Certificate or Certificates of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, same Series and the Trustee shall authenticate Maturity and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities interest rate but in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in other authorized denominations, in an equal aggregate principal amount, and of like terms and tenor, equal . Certificates to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may be exchanged shall be surrendered at any time and office or agency to be maintained by the Indenture Trustee for the purpose as provided in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will executeSection 3.02 hereof, and the Trustee, upon receipt of an Authentication Order for Owner Trustee shall execute and the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will Indenture Trustee shall authenticate and deliver in exchange therefor the Certificate or Certificates which the Holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Certificates presented for registration of transfer, exchange, prepayment or payment shall (if so required by the Owner Trustee or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Owner Trustee and the Indenture Trustee duly executed by the Holder or its attorney duly authorized in writing and the Indenture Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act. The Indenture Trustee may 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 series in definitive form, in authorized denominations, and in aggregate principal amount equal Certificates or (b) with respect to the principal amount which notice of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company prepayment has been given pursuant to Section 3.01 with respect to a series 6.03 hereof and such notice has not been revoked. All Certificates issued upon any transfer or exchange of Securities issued in global formCertificates shall be valid obligations of the Owner Trustee, evidencing the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form same debt, and of like terms and tenor on such terms as are acceptable entitled to the Company same security and benefits under this Indenture, as the Certificates surrendered upon such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:transfer or exchange.

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee The Corporation shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information cause to be provided to kept at the Trustee by Principal Office of the CompanyNote Registrar a Note Register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of Notes and of transfers of Notes as herein provided. The Corporation may, in a Supplemental Indenture, appoint an Authenticating Agent for the purpose of receiving, authenticating and delivering Notes in connection with transfers, exchanges and registrations as herein provided. Unless an Authenticating Agent is designated to serve in such capacity pursuant to a Supplemental Indenture or is otherwise directed, and agrees, to so serve in accordance with a Corporation Order, the Trustee may prescribe. Such register shall be in written form or in any other form capable Note Registrar for the purpose of being converted into written form within a reasonable timeregistering Notes and transfer of Notes as herein provided. At all reasonable times and under reasonable regulations established by the information contained Note Registrar, the Note Register may be inspected and copied by the Corporation or by the Holders (or a designated representative thereof) of ten percent (10%) or more in Principal Amount of Notes then Outstanding. The Trustee and any Authenticating Agent shall adhere, with respect to transfer of Notes, to the standards for efficiency in transfer agent performance established in Securities and Exchange Commission Rules 17Ad-2 through 17Ad-7 under the Securities Exchange Act of 1934, most particularly Rule 17Ad-2, which requires that registered transfer agents process at least ninety percent (90%) of routine items (such register as certificates presented for transfer) received during any month within three (3) business days of their receipt. Upon surrender for transfer or registers shall be available for inspection exchange of any Note at the Corporate Trust Principal Office of the Trustee Note Registrar or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer Principal Office of any Security of any series at the Corporate Trust Office of the Trustee Authenticating Agent, or at any other office on a Purchase Date or agency maintained by the Company Mandatory Tender Date with respect to that series pursuant to Section 10.02 hereofNotes which are Deemed Tendered, whether or not surrendered on such date, the Company Corporation shall execute, and the Trustee or the Authenticating Agent, as the case may be, shall authenticate and deliver, in the name of the designated transferee or transferees, including transferees designated by a Depositary with respect to Notes Deemed Tendered, or in exchange for the Note surrendered, one or more new Securities of such series fully registered Notes of any authorized denomination or denominations, of like aggregate principal amountPrincipal Amount, tenorof the same series, terms having the same Stated Maturity and Scheduled Maturity Dateinterest rate and bearing numbers not previously assigned. Any All Notes executed, delivered and authenticated pursuant to the preceding paragraph shall be registered in the name of the Holder presenting the Note for exchange or the designated transferee, as the case may be, on the Note Register on the date of such transfer or exchange. All Notes surrendered upon any exchange or transfer provided for in this Indenture shall be promptly canceled by the Trustee upon receipt thereof from the Note Registrar or the Authenticating Agent, as the case may be, and thereafter disposed of as directed by Corporation Order. All Notes issued upon any transfer or exchange of Notes, including Notes issued in lieu of Notes Deemed Tendered, whether or not surrendered, shall be the valid obligations of the Corporation evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Notes surrendered upon such transfer or exchange or in lieu of which such Notes were issued. Every Note presented or surrendered for transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Authenticating Agent, as the case may be, duly executed, by the Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar or the Authenticating Agent, as the case may be, which requirements include membership or participation in a "signature guarantee program" determined by the Note Registrar or the Authenticating Agent, as the case may be, in accordance with the Exchange Act, and such other provision documents as the Trustee may require. The Corporation may require payment by the Noteholder of this Section 3.05 notwithstandinga sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes, unless other than exchanges upon a partial redemption of a Note not involving any transfer. All other expenses incurred by the Corporation, the Trustee, the Note Registrar or the Authenticating Agent in connection with any transfer or exchange of Notes shall be paid by the Corporation. Except in connection with a Purchase Demand, the Corporation shall not be required to transfer any Note (i) during a period beginning at the opening of business fifteen (15) days before any selection of Notes of the same series for redemption and until it is exchanged ending at the close of business on the day of such selection, (ii) selected for redemption in whole or in part for the individual Securities represented therebypart, in definitive 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 (iii) after receipt by the Depositary for such series to of a nominee of such Depositaryproperly completed Purchase Demand with respect thereto, or by a nominee of such Depositary to such Depositary (iv) on 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. At after the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities date notice of a series represented by one or more Securities in global form notifies the Company that it Mandatory Tender Date is unwilling or unable to continue as Depositary for the Securities of given through such series, or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global formMandatory Tender Date. In such the event that a Note is transferred in connection with a Purchase Demand either during the Company will execute, and the Trustee, upon receipt of an Authentication Order period referred to in clause (i) or after being selected for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange redemption in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereuponpart, the Company shall executeNote Registrar or the Authenticating Agent, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such seriesas appropriate, shall authenticate and delivergive written notice to any transferee thereof that such Note may be, without service charge:or has been, selected for redemption, as the case may be.

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee Company shall keep cause to be kept, at an office or agency of the Company maintained pursuant to Section 10.2, a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities of each series and of transfers of the Securities of each series. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided; provided that the Company may, from time to time, designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the Securities of one or more series, with notice to the Trustee may prescribe. Such register shall be and as provided in written form or in any other form capable of being converted into written form within a reasonable timeSection 1.6 to the Holders. At all reasonable times the information contained in such register or registers Security Register shall be available open for inspection at by the Corporate Trust Office of Company. In the event that the Trustee or shall not be the Security Registrar, it shall have the right to examine the Security Register at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofall reasonable times. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to maintained for that series pursuant to Section 10.02 hereof10.2, the Company shall execute, and the Trustee Trustee, at the direction of the Company, 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 an authorized denominationsdenomination, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Dateprovisions. Any Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any such office or agencyagency of the Company maintained for that series pursuant to Section 10.2. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee Trustee, at the direction of the Company, shall authenticate and deliver, the Securities which the Securityholder Holder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof3.3, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form 3.1(c) shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive form, in authorized denominations, form in an aggregate principal amount, amount and of like terms and tenor, tenor equal to the principal amount of the Security or Securities in global form representing such series, series in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of individual definitive Securities of such series and of the same terms and tenor, will authenticate and deliver individual Securities of such series in definitive form, form in authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for individual Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company Company, the Trustee and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication a Company Order for the authentication and delivery of individual definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “"Security Register”") which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the "Security Registrar" for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If at any time the Depositary for the provided in or pursuant to this Indenture, with respect to Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such any series, or if at any time the Depositary for option of the Holder, Bearer Securities of such series shall no longer may be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary exchanged for the Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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 is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository and a successor depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so informed in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the Trustee upon receipt same series under Section 11.3 and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, without service charge:register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect The Company shall cause to be kept at the Securities Corporate Trust Office of each series, the Trustee shall keep or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment or in such other place or medium as may be specified pursuant to Section 3.1 a register for each series of Securities (the registers maintained in such office or in any such office or agency of the Company in a Place of Payment being herein sometimes referred to collectively as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. 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 information contained in such register or registers shall be available for inspection at the Corporate Trust Office of Unless otherwise provided as contemplated by Section 3.1, the Trustee or at such other office or agency to be maintained by is hereby appointed “Registrar” for the Company pursuant to Section 10.02 hereofpurpose of registering Registered Securities and transfers of Registered Securities, and for the purpose of maintaining the Register in respect thereof, as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof9.2 in a Place of Payment 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 the same series, of any authorized denominations and of a like aggregate principal amount. Unless otherwise provided as contemplated by Section 3.1, Bearer Securities (except for any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall be transferable by delivery. Unless otherwise provided as contemplated by Section 3.1, 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 and of a like aggregate principal amount containing identical terms and provisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified 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, denominations and of like tenor and aggregate principal amount, tenorupon surrender of the Bearer Securities to be exchanged at any such office or agency, terms with all unmatured coupons and Scheduled Maturity 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. Any Unless otherwise specified pursuant to Section 3.1 with respect to a series of Securities or as otherwise provided below in this Section 3.5, owners of beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to have Securities of such series registered in their names, will not receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be considered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for Securities in certificated form in the individual Securities represented thereby, in definitive formcircumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred or exchanged except as a whole by the Depositary Depository for such series to a nominee of such Depositary, Depository or by a nominee of such Depositary Depository to such Depositary Depository or another nominee of such Depositary, Depository or by such Depositary Depository or any such nominee to a successor Depositary Depository for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receiveDepository. If at any time the Depositary Depository for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary Depository for the Securities of such series, series or if at any time the Depositary Depository for the Securities of such series notifies the Company that it shall no longer be eligible under Section 3.03 hereof3.3, the Company, by Company Order, shall appoint a successor Depositary Depository with respect to the Securities of such series. If Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary 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 3.01 that such Securities be represented by one or more Securities in global form 3.1(b) (26) shall no longer be effective with respect to the Securities of such series and the Company will shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive certificated form, in authorized denominations, denominations and in an aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Security or Securities of such series of like tenor in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any 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 will shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive certificated Securities of such series and of the same terms and like tenor, will shall authenticate and deliver deliver, Securities of such series of like tenor in definitive certificated form, in authorized denominations, 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 representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary Depository for such series of Securities may surrender a Security in global form for of such series of Securities in exchange in whole or in part for Securities of such series in definitive certificated form and of like terms and tenor on such terms as are acceptable to the Company and such DepositaryDepository. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect The Pass Through Trustee will keep at each office or agency to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide be maintained for any Series for the registration of Securities of such series, and for transfers of Securities of such series, purpose as provided in accordance with information to be provided to the Trustee by the CompanySection 3.02 hereof a Register in which, subject to such reasonable regulations as the Trustee it may prescribe, it will register, and will register the transfer of, Pass Through Certificates of the related Series as provided in this Article II. Such register 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofEnglish language. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office Pass Through Certificate of the Trustee or related Series at any other such office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofagency, the Company Pass Through Trustee shall execute, and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one or more transferees a new Securities Pass Through Certificate of such series of any Series in authorized denominations, of denominations and for a like aggregate principal amountFractional Undivided Interest. Subject to the provisions of Section 2.12 hereof, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole any Pass Through Certificate or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series Pass Through Certificates may be exchanged for a Pass Through Certificate or Pass Through Certificates of the same Series in other Securities of such series of any authorized denominations, of denominations and for a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities Fractional Undivided Interest. Pass Through Certificates to be exchanged shall be surrendered at such any office or agency. Whenever any Securities are so surrendered agency to be maintained by the Pass Through Trustee for exchangethe related Series for the purpose as provided in Section 3.02 hereof, and the Company Pass Through Trustee shall execute, and the Trustee shall authenticate and deliver, deliver in exchange therefor the Securities Pass Through Certificate or Pass Through Certificates which the Securityholder Certificateholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. If at any time All Pass Through Certificates presented for registration of transfer, exchange, redemption or payment shall (if so required by the Depositary for Pass Through Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Securities Pass Through Trustee duly executed by, the Certificateholder or such Person's attorney duly authorized in writing. The Pass Through Trustee may require payment from the Certificateholder of a series sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Pass Through Certificates. No service charge to the Certificateholder shall be made for any such transaction. All Pass Through Certificates issued upon any transfer or exchange of Pass Through Certificates shall evidence ownership in the same Pass Through Trust and be entitled to the same benefits under this Pass Through Agreement and the applicable Series Supplement, as the Pass Through Certificates surrendered upon such transfer or exchange. Resales or other transfers of Pass Through Certificates represented by one or more Securities a Registered Global Certificate will be conducted in global form notifies accordance with the Company that it is unwilling or unable to continue as Depositary for the Securities provisions of such seriesthis Pass Through Agreement, or if at any time the Depositary for the Securities of such series shall no longer be eligible under including without limitation Section 3.03 6.06 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication rules and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security applicable to U.S. corporate pass through certificates and without notice to, or Securities in global formaction by, the Pass Through Trustee. In such event Neither the Company nor the Pass Through Trustee will execute, and the Trustee, upon receipt of an Authentication Order have any responsibility or liability for the authentication and delivery of definitive Securities of such series and any aspect of the same terms and tenorrecords relating to, will authenticate and deliver Securities or payments made on account of, beneficial ownership interests of a Registered Global Certificate or for maintaining, supervising or reviewing any records relating to such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:beneficial interests.

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “"Security Register”") which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the "Security Registrar" for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If at any time the Depositary for the provided in or pursuant to this Indenture, with respect to Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such any series, or if at any time the Depositary for option of the Holder, Bearer Securities of such series shall no longer may be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary exchanged for the Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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, the Guarantors 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, the Guarantors and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the next succeeding 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 shall not be payable on such Interest Payment Date or proposed date for payment in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so informed in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officer's Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided further that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and each Guarantor, respectively, evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the Trustee upon receipt same series under Section 11.3 and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture, without service charge:or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect to the Securities of each series, if any, the Trustee Issuer shall keep cause to be kept, at an office or agency of the Issuer maintained pursuant to Section 10.2, a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Securities of each series and of transfers of the Securities of each series. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided; provided, that the Issuer may, from time to time, designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the Securities of one or more series, with notice to the Trustee may prescribe. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable timeand to the Holders. At all reasonable times the information contained in such register or registers Security Register shall be available open for inspection at by the Corporate Trust Office of Issuer. In the event that the Trustee or shall not be the Security Registrar, it shall have the right to examine the Security Register at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofall reasonable times. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency of the Issuer maintained by the Company with respect to for that series pursuant to Section 10.02 hereof10.2, the Company Issuer shall execute, and the Trustee Trustee, at the direction of the Issuer, 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 an authorized denominationsdenomination, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Dateprovisions. Any Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any such office or agencyagency of the Issuer maintained for that series pursuant to Section 10.2. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee Trustee, at the direction of the Issuer, shall authenticate and deliver, the Securities which that the Securityholder Holder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof3.3, the CompanyIssuer, by Company Issuer Order, 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 Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the CompanyIssuer’s election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form 3.1(c) shall no longer be effective with respect to the Securities of such series and the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive form, in authorized denominations, form in an aggregate principal amount, amount and of like terms and tenor, tenor equal to the principal amount of the Security or Securities in global form representing such series, series in exchange for such Security or Securities in global form. The Company Issuer may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Issuer Order for the authentication and delivery of individual definitive Securities of such series and of the same terms and tenor, will authenticate and deliver individual Securities of such series in definitive form, form in authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company Issuer pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for individual Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company Issuer, the Trustee and such Depositary. Thereupon, the Company Issuer shall execute, and the Trustee upon receipt of an Authentication Issuer Order for the authentication and delivery of individual definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect to the Securities of each series, if any, the Trustee Issuers shall keep cause to be kept, at an office or agency of the Issuers maintained pursuant to Section 10.2, a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of the Securities of each series and of transfers of the Securities of each series. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as herein provided; provided, that the Issuers may, from time to time, designate (or change any designation of) any other Person or Persons to act as Security Registrar or co-Security Registrars with respect to the Securities of one or more series, with written notice to the Trustee may prescribe. Such register shall be and as provided in written form or in any other form capable of being converted into written form within a reasonable timeSection 1.6 to the Holders. At all reasonable times the information contained in such register or registers Security Register shall be available open for inspection at by the Corporate Trust Office of Issuers. In the event that the Trustee or shall not be the Security Registrar, it shall have the right to examine the Security Register at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofall reasonable times. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency of the Issuers maintained by the Company with respect to for that series pursuant to Section 10.02 hereof10.2, the Company Issuers shall execute, and the Trustee Trustee, at the direction of the Issuers pursuant to an Issuers Order, 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 an authorized denominationsdenomination, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Dateprovisions. Any Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. In connection with any proposed exchange of a certificated Security for a Security in global form, the Issuers or the Depositary shall use commercially reasonable efforts to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. At the option of the Holder, Securities of any series may be exchanged for other Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any such office or agencyagency of the Issuers maintained for that series pursuant to Section 10.2. Whenever any Securities are so surrendered for exchange, the Company Issuers shall execute, and the Trustee Trustee, at the direction of the Issuers, shall authenticate and deliver, the Securities which that the Securityholder Holder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company Issuers that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof3.3, the CompanyIssuers, by Company Issuers Order, 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 Issuers within 90 days after the Company receives Issuers receive such notice or becomes become aware of such ineligibility, the Company’s Issuers’ election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form 3.1(c) shall no longer be effective with respect to the Securities of such series and the Company Issuers will execute, and the Trustee, upon receipt of an Authentication Issuers Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive form, in authorized denominations, form in an aggregate principal amount, amount and of like terms and tenor, tenor equal to the principal amount of the Security or Securities in global form representing such series, series in exchange for such Security or Securities in global form. The Company Issuers may at any time and in its their sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company Issuers will execute, and the Trustee, upon receipt of an Authentication Issuers Order for the authentication and delivery of individual definitive Securities of such series and of the same terms and tenor, will authenticate and deliver individual Securities of such series in definitive form, form in authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company Issuers pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for individual Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company Issuers, the Trustee and such Depositary. Thereupon, the Company Issuers shall execute, and the Trustee upon receipt of an Authentication Issuers Order for the authentication and delivery of individual definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “"Security Register”") which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 10.2 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 10.2 hereof, 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 like aggregate principal amount, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 3.5 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms terms, and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 3.3 hereof, the Company, by Company Order, 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 's election pursuant to Section 3.01 3.1 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect The Indenture Trustee will keep, on behalf of the Owner Trustee, at each office or agency to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide be maintained for the registration of Securities of such series, and for transfers of Securities of such series, purpose as provided in accordance with information to be provided to the Trustee by the CompanySection 3.02 hereof a Register or Registers on which, subject to such reasonable regulations as the Trustee it may prescribe, it will register, and will register the transfer of, Certificates as provided in this Article. Such register 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 the information contained in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or Certificate at any other such office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofagency, the Company Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Certificate or Certificates of the same Series and Maturity, one or more new Securities of such series of any principal amount and interest rate and in authorized denominations, of like denominations for an equal aggregate principal amount; provided, tenor, terms and Scheduled Maturity Datethat such Certificate being transferred shall be cancelled in accordance with Section 2.08 hereof simultaneously with the issuance of the new Certificate. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole Certificate or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series Certificates may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender a Certificate or Certificates of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, same Series and the Trustee shall authenticate Maturity and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities interest rate but in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in other authorized denominations, in an equal aggregate principal amount, and of like terms and tenor, equal . Certificates to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may be exchanged shall be surrendered at any time and office or agency to be maintained by the Indenture Trustee for the purpose as provided in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will executeSection 3.02 hereof, and the Trustee, upon receipt of an Authentication Order for Owner Trustee shall execute and the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will Indenture Trustee shall authenticate and deliver Securities in exchange therefor the Certificate or Certificates which the Holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Certificates presented for registration of such series transfer, exchange, prepayment or payment shall (if so required by the Owner Trustee or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in definitive form, in authorized denominations, and in aggregate principal amount equal form satisfactory to the principal amount of Owner Trustee and the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified Indenture Trustee duly executed by the Company Holder or its attorney duly authorized in writing and (except in the case of transfers pursuant to Section 3.01 15.01 of the Participation Agreement) the Indenture Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act. The Indenture Trustee may 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 a series which notice of Securities prepayment has been given pursuant to Section 6.03 hereof and such notice has not been revoked. All Certificates issued in global formupon any transfer or exchange of Certificates shall be valid obligations of the Owner Trustee, evidencing the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form same debt, and of like terms and tenor on such terms as are acceptable entitled to the Company same security and benefits under this Indenture, as the Certificates surrendered upon such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:transfer or exchange.

Registration, Transfer and Exchange. With respect to the Securities each series of each seriesSecurities, the Trustee shall keep Issuer will cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.2 a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, or registers in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, it will provide for the registration and transfer thereof as in this Article provided. 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 In the event that such registers are not maintained by the Trustee, at all reasonable times the information contained in such register or registers shall be available open for inspection at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofTrustee. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other such office or agency to be maintained by for the Company with respect to that series pursuant to purpose as provided in Section 10.02 hereof3.2, the Company Issuer 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 the same series of any in authorized denominations, of denominations for a like aggregate principal amount, tenor, terms and Scheduled Maturity Date. Any Notwithstanding any other provision of this Section 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Global 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Any Security or Securities of any series (other than a Global Security, except as set forth herein) may be exchanged for other a Security or Securities of such the same series of any in other authorized denominations, of like in an equal aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender . Securities of the Securities any series to be exchanged shall be surrendered at such any office or agency. Whenever any Securities are so surrendered agency to be maintained by the Issuer for exchangethe purpose as provided in Section 3.2, and the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor the Security or Securities of the same series which the Securityholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously outstanding. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof2.4, the Company, by Company Order, Issuer 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 Issuer within 90 days after the Company Issuer receives such notice or becomes aware of such ineligibility, the Company’s Issuer's election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form 2.3(15) shall no longer be effective with respect to the Securities of such series and the Company Issuer will execute, and the Trustee, upon receipt of an Authentication Order order of the Issuer for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, form in authorized denominations, in an the aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Global Security or Securities in global form representing such series, series in exchange for such Global Security or Securities in global formSecurities. The Company Issuer may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual the Securities of any series issued in global the form of one or more Global Securities shall no longer be represented by such Global Security or Securities in global formSecurities. In the event of such event a determination by the Company Issuer or if an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the applicable series of Securities represented by one or more Global Securities advise the Depositary to cease acting as depositary for such Global Security or Securities, the Issuer will execute, and the Trustee, upon receipt of an Authentication Order order of the Issuer for the authentication and delivery of definitive Securities of such series and of the same terms and tenorseries, will authenticate and deliver Securities of such series in definitive form, form in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Security or Securities in global form representing such series in exchange for such Global Security or Securities in global formSecurities. If specified by the Company Issuer pursuant to Section 3.01 2.3 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Global Security in global form for such series of Securities in exchange in whole or in part for the Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company Issuer and such Depositary. Thereupon, the Company Issuer shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee The Bank shall keep at the Designated Payment/Transfer Office a register (herein sometimes referred to as the “Security Register”"Registration Books") which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee City or the Bank may prescribe, the Bank shall provide for the registration of the Securities and registration of transfers of the Securities as herein provided. Such DRAFT Upon surrender for transfer or exchange of any Security at the Designated Payment/Transfer Office of the Bank, the Bank shall register and deliver, in the name of the designated transferee or transferees, one or more new fully registered Securities of the same maturity, of any authorized denomination, and of a like aggregate principal amount, all in accordance with the terms of the Ordinance. Every Security presented or surrendered for transfer or exchange shall be duly endorsed (if so required by the Bank) or be accompanied by a written instrument of transfer in form satisfactory to the Bank duly executed by the Holder or the attorney thereof duly authorized in writing. Neither the City nor the Bank shall be required (i) to issue, transfer, or exchange any Security subject to redemption during a period beginning at the opening of business thirty (30) days before the day of the first mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Security after it is so selected for redemption, in whole or in part, prior to the redemption date; except that at the option of the Holder of at least $1,000,000 in principal amount of a series of Securities, the Bank is required to transfer or exchange any such Security which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Securities is discontinued, the City shall provide an adequate inventory of Security certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Security certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. The Bank as Registrar will maintain the records of the Registration Books in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Registration Books in any form other than those which the Bank has currently available and currently utilizes at the time. The Registration Books may be maintained 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof, 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 like aggregate principal amount, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:.

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee The Company shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information cause to be provided to the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. 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 kept at the Corporate Trust Office of the Trustee or at a register in which, subject to such other office or agency reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Such register is herein sometimes referred to be maintained as the "Securities Register." The Trustee is hereby appointed "Securities Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. If any indenture supplemental hereto refers to any transfer agents (in addition to the Securities Registrar) initially designated by the Company pursuant with respect to Section 10.02 hereofany series of Securities, the Company may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that the Company maintains a transfer agent in each place of payment for such series. The Company may at any time designate additional transfer agents with respect to any series of Securities. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to designated for that series pursuant to Section 10.02 hereof, 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, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 same Original Issue Date and Stated Maturity and having 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 Depositarysame terms. 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, tenor, terms of the same Original Issue Date and Scheduled Stated Maturity Dateand 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. If at All Securities issued upon any time transfer or exchange of Securities shall be the Depositary for the Securities valid obligations of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Orderevidencing the same debt, shall appoint a successor Depositary with respect and entitled to the Securities of such series. If a successor Depositary for same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for transfer or exchange shall be duly endorsed, or be accompanied by a written instrument 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 3.01 that such Securities be represented by one or more Securities transfer in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable satisfactory to the Company and such Depositarythe Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. The provisions of Clauses (1), (2), (3) and (4) below shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service chargeapply only to Global Securities:

Registration, Transfer and Exchange. With The Company shall cause to be kept at each office or agency maintained for registrations of transfers and exchanges in a Place of Payment pursuant to Section 10.2 with respect to the Securities of each seriesseries a register in which, subject to such reasonable regulations as it may prescribe, the Trustee Company shall keep a provide for the registration of Securities and of transfers of Securities. Each such register (is herein sometimes referred to as the “Security Securities Register”) which .” The Company shall provide designate one Person to maintain the Securities Register for the registration Securities of each series on a consolidated basis, and such Person is referred to herein, with respect to such series, as the “Securities Registrar.” The Company appoints the Trustee as Securities Registrar unless otherwise specified with respect to any particular series in accordance with Section 3.1. Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices as an office in which a register with respect to the Securities of one or more series shall be maintained, and the Company may designate itself the Securities Registrar with respect to one or more of such series, and . The Company may revoke any designation of a Securities Registrar theretofore made by it. The Securities Register shall be open for transfers of Securities of such series, in accordance with information to be provided to inspection by the Trustee by and the Company, subject to such reasonable regulations as the Trustee may prescribe. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At Company at all reasonable times the information contained in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereoftimes. Upon due presentation surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to designated for that series pursuant to Section 10.02 hereof, 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, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 same Original Issue Date and Stated Maturity and having 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 Depositarysame terms. 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, tenor, terms of the same Original Issue Date and Scheduled Stated Maturity Dateand 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 that the Securityholder Holder making the exchange is entitled to receive. If at All Securities issued upon any time transfer or exchange of Securities shall be the Depositary for the Securities valid obligations of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Orderevidencing the same debt, shall appoint a successor Depositary with respect and entitled to the Securities of such series. If a successor Depositary for same benefits under this Indenture, as the Securities of surrendered upon such series is not appointed transfer or exchange. Every Security presented or surrendered for transfer or exchange shall (if so required 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series transfer in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable satisfactory to the Company and such Depositarythe Securities Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. ThereuponNo service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. The provisions of Clauses (1), (2), (3), (4) and (5) below shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service chargeapply only to Global Securities:

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the related Series Authorization, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture or the related Series Authorization, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If at any time provided in or pursuant to this Indenture or the Depositary for the related Series Authorization, with respect to Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such any series, or if at any time the Depositary for option of the Holder, Bearer Securities of such series shall no longer may be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary exchanged for the Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture or the related Series Authorization and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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 is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the next succeeding 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture or the related Series Authorization, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture or the related Series Authorization. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture or the related Series Authorization, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so informed in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture or the related Series Authorization, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture or the related Series Authorization) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture or the related Series Authorization) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company (and with respect to the Guarantee, the Guarantor) evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, Section 9.5 or Section 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture or the related Series Authorization, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the same series under Section 11.4 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. Each Holder of a Security agrees to indemnify the Company, the Guarantor and the Trustee upon receipt against any liability that may result from the transfer, exchange or assignment of an Authentication Order for the authentication and such Holder’s Security in violation of any provision of this Indenture and/or applicable United States Federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among beneficial owners of interests in any global Security) other than to require delivery of definitive Securities such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depository (or its nominee), as a Holder, with respect to such global Security or shall impair, as between such Depository and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such series, shall authenticate and deliver, without service charge:Depository (or its nominee) as Holder of such global Security.

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee The Company shall keep or cause to be kept a register or registers (herein sometimes referred to as the “"Security Register”") which in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of such a particular series, and for transfers of Securities or of Securities of such series, in accordance with information to be provided to the Trustee by the Company, subject to . Any such reasonable regulations as the Trustee may prescribe. 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 Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant as provided in Section 1002. There shall be only one Security Register per series of Securities. Subject to Section 10.02 hereof. Upon due presentation 204, upon surrender for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by of the Company with respect to that series pursuant to Section 10.02 hereofin 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 amountamount and Stated Maturity and of like tenor and terms. Subject to Section 204, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount, tenor, terms amount and Scheduled Stated Maturity Dateand 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. If at All Securities issued upon any time transfer or exchange of Securities shall be the Depositary for valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for 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 Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. Unless otherwise provided in the Security to be transferred or exchanged, no service charge shall be made on any Securityholder for any 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 transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 906 not involving any transfer. The Company shall not be required (i) to issue, transfer or exchange any Security of any series represented by one or more Securities in global form notifies during a period beginning at the Company that it is unwilling or unable to continue as Depositary for opening of business 15 days before the Securities day of such series, or if at any time the Depositary for the mailing of a notice of redemption of Securities of such series shall no longer be eligible selected for redemption under Section 3.03 hereof, 1103 and ending at the Company, by Company Order, shall appoint a successor Depositary with respect to close of business on the Securities date of such series. If a successor Depositary mailing, or (ii) to transfer or exchange any Security so selected 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange redemption in whole or in part for Securities part. None of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. ThereuponCompany, the Company shall executeTrustee, and any agent of the Trustee upon receipt Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of an Authentication Order the records relating to or payments made on account of beneficial ownership interests of a Global Security or for the authentication and delivery of definitive Securities of maintaining, supervising or reviewing any records relating to such series, shall authenticate and deliver, without service charge:beneficial ownership interests.

Registration, Transfer and Exchange. With respect The Pass Through Trustee will keep at each office or agency to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide be maintained for any Series for the registration of Securities of such series, and for transfers of Securities of such series, purpose as provided in accordance with information to be provided to the Trustee by the CompanySection 3.02 hereof a Register in which, subject to such reasonable regulations as the Trustee it may prescribe, it will register, and will register the transfer of, Pass Through Certificates of the related Series as provided in this Article II. Such register 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofEnglish language. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office Pass Through Certificate of the Trustee or related Series at any other such office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofagency, the Company Pass Through Trustee shall execute, and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one or more transferees a new Securities Pass Through Certificate of such series of any Series in authorized denominations, of denominations and for a like aggregate principal amountFractional Undivided Interest. Subject to the provisions of Section 2.12 hereof, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole any Pass Through Certificate or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series Pass Through Certificates may be exchanged for a Pass Through Certificate or Pass Through Certificates of the same Series in other Securities of such series of any authorized denominations, of denominations and for a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities Fractional Undivided Interest. Pass Through Certificates to be exchanged shall be surrendered at such any office or agency. Whenever any Securities are so surrendered agency to be maintained by the Pass Through Trustee for exchangethe related Series for the purpose as provided in Section 3.02 hereof, and the Company Pass Through Trustee shall execute, and the Trustee shall authenticate and deliver, deliver in exchange therefor the Securities Pass Through Certificate or Pass Through Certificates which the Securityholder Certificateholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. If at any time All Pass Through Certificates presented for registration of transfer, exchange, redemption or payment shall (if so required by the Depositary for Pass Through Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Securities Pass Through Trustee duly executed by, the Certificateholder or such Person's attorney duly authorized in writing. The Pass Through Trustee may require payment from the Certificateholder of a series sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Pass Through Certificates. No service charge to the Certificateholder shall be made for any such transaction. All Pass Through Certificates issued upon any transfer or exchange of Pass Through Certificates shall evidence ownership in the same Pass Through Trust and be entitled to the same benefits under this Pass Through Agreement and the applicable Series Supplement, as the Pass Through Certificates surrendered upon such transfer or exchange. Resales or other transfers of Pass Through Certificates represented by one or more Securities a Registered Global Certificate will be conducted in global form notifies accordance with the Company that it is unwilling or unable to continue as Depositary for the Securities provisions of such seriesthis Pass Through Agreement, or if at any time the Depositary for the Securities of such series shall no longer be eligible under including without limitation Section 3.03 6.06 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication rules and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security Depository applicable to U.S. corporate pass through certificates and without notice to, or Securities in global formaction by, the Pass Through Trustee. In such event Neither the Company nor the Pass Through Trustee will execute, and the Trustee, upon receipt of an Authentication Order have any responsibility or liability for the authentication and delivery of definitive Securities of such series and any aspect of the same terms and tenorrecords relating to, will authenticate and deliver Securities or payments made on account of, beneficial ownership interests of a Registered Global Certificate or for maintaining, supervising or reviewing any records relating to such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:beneficial interests.

Registration, Transfer and Exchange. With respect The Indenture Trustee will keep, on behalf of the Owner Trustee, at each office or agency to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide be maintained for the registration of Securities of such series, and for transfers of Securities of such series, purpose as provided in accordance with information to be provided to the Trustee by the CompanySection 3.02 hereof a Register or Registers on which, subject to such reasonable regulations as the Trustee it may prescribe, it will register, and will register the transfer of, Certificates as provided in this Article. Such register 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 the information contained in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or Certificate at any other such office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofagency, the Company Owner Trustee shall execute, execute and the Indenture Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transfereestransferees a new Certificate or Certificates of the same Maturity, one or more new Securities of such series of any principal amount and interest rate and in authorized denominations, of like denominations for an equal aggregate principal amount; provided, tenor, terms and Scheduled Maturity Datethat such Certificate being transferred shall be cancelled in accordance with Section 2.08 hereof simultaneously with the issuance of the new Certificate. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole Certificate or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series Certificates may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender a Certificate or Certificates of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, same Maturity and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities interest rate but in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in other authorized denominations, in an equal aggregate principal amount, and of like terms and tenor, equal . Certificates to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may be exchanged shall be surrendered at any time and office or agency to be maintained by the Indenture Trustee for the purpose as provided in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will executeSection 3.02 hereof, and the Trustee, upon receipt of an Authentication Order for Owner Trustee shall execute and the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will Indenture Trustee shall authenticate and deliver Securities in exchange therefor the Certificate or Certificates which the Holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously or previously outstanding. All Certificates presented for registration of such series transfer, exchange, prepayment or payment shall (if so required by the Owner Trustee or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in definitive form, in authorized denominations, and in aggregate principal amount equal form satisfactory to the principal amount of Owner Trustee and the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified Indenture Trustee duly executed by the Company Holder or its attorney duly authorized in writing and (except in the case of transfers pursuant to Section 3.01 15.01 of the Participation Agreement) the Indenture Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act. The Indenture Trustee may 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 a series which notice of Securities prepayment has been given pursuant to Section 6.03 hereof and such notice has not been revoked. All Certificates issued in global formupon any transfer or exchange of Certificates shall be valid obligations of the Owner Trustee, evidencing the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form same debt, and of like terms and tenor on such terms as are acceptable entitled to the Company same security and benefits under this Indenture, as the Certificates surrendered upon such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:transfer or exchange.

Registration, Transfer and Exchange. With respect The Company shall cause to be kept at the Securities Corporate Trust Office of each series, the Trustee shall keep 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 (herein sometimes referred to as the “Security "Register”") which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. 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 at the Corporate Trust Office purpose of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereofregistering Registered Securities and transfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof9.2 in a Place of Payment 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, tenor, amount and tenor and containing identical terms and Scheduled Maturity Dateprovisions. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part Bearer Securities (except for the individual Securities represented thereby, in definitive form, a Security in any temporary 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 Bearer Securities) or any such nominee interest coupons appertaining thereto (except for interest coupons attached to a successor Depositary for such series or a nominee of such successor Depositaryany 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 such series the same series, of any authorized denominations, of a like aggregate principal amount, tenor, amount and tenor and containing identical terms and Scheduled Maturity Dateprovisions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Securityholder Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount and tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such Notwithstanding anything herein to the contrary, the exchange of Bearer Securities for Registered Securities shall be subject to applicable laws and regulations in effect at the time of exchange. Neither the Company, the Trustee nor the Registrar shall exchange any Bearer Securities for Registered Securities if it has received an Opinion of Counsel that as a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Security in global form If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof3.3, the Company, by Company Order, 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 election 's designation of the Depositary pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form 3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Company will shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive certificated form, in authorized denominations, denominations and in an aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Security or Securities of such series of like tenor in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company will shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive certificated Securities of such series and of the same terms and like tenor, will shall authenticate and deliver deliver, Securities of such series of like tenor in definitive certificated form, in authorized denominations, 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 representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Security in global form for of such series of Securities in exchange in whole or in part for Securities of such series in definitive certificated form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee The Bank shall keep at the Designated Payment/Transfer Office a register (herein sometimes referred to as the “Security RegisterRegistration Books”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee City or the Bank may prescribe, the Bank shall provide for the registration of the Securities and registration of transfers of the Securities as herein provided. Such Upon surrender for transfer or exchange of any Security at the Designated Payment/Transfer Office of the Bank, the Bank shall register and deliver, in the name of the designated transferee or transferees, one or more new fully registered Securities of the same maturity, of any authorized denomination, and of a like aggregate principal amount, all in accordance with the terms of the Ordinances. Every Security presented or surrendered for transfer or exchange shall be duly endorsed (if so required by the Bank) or be accompanied by a written instrument of transfer in form satisfactory to the Bank duly executed by the Holder or the attorney thereof duly authorized in writing. Neither the City nor the Bank shall be required (i) to issue, transfer, or exchange any Security subject to redemption during a period beginning at the opening of business thirty (30) days before the day of the first mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Security after it is so selected for redemption, in whole or in part, prior to the redemption date; except that at the option of the Holder of at least $1,000,000 in principal amount of a series of Securities, the Bank is required to transfer or exchange any such Security which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Securities is discontinued, the City shall provide an adequate inventory of Security certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Security certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. The Bank as Registrar will maintain the records of the Registration Books in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Registration Books in any form other than those which the Bank has currently available and currently utilizes at the time. The Registration Books may be maintained 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 at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof, 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 like aggregate principal amount, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form 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 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:.

Registration, Transfer and Exchange. With respect The Company shall cause to be kept at the Securities Corporate Trust Office of each series, the Trustee shall keep 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 (herein sometimes referred to as the “Security "Register”") which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. 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 information contained in such register or registers shall be available for inspection at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof9.2 in a Place of Payment 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 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 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 tenor and containing identical terms and provisions, 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 Subordinated Guarantees endorsed thereon which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount, tenor, amount and tenor and containing identical terms and Scheduled Maturity Dateconditions, 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. Any 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 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 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company Order, 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 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such a Security or Securities in global form. In such event the Company will and the Guarantors shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive certificated Securities with Senior Subordinated Guarantees endorsed thereon of such series and of the same terms and like tenor, will shall authenticate and deliver deliver, Securities with Senior Subordinated Guarantees endorsed thereon of such series of like tenor in definitive certificated form, in authorized denominations, 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 representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Security in global form for of such series of Securities in exchange in whole or in part for Securities of such series in definitive certificated form and of like terms and tenor on such terms as are acceptable to the Company Company, the Guarantors and such Depositary. Thereupon, the Company and the Guarantors shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “"Security Register”") which shall provide at an Office or Agency for the registration of Securities of ----------------- such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the "Security Registrar" for that series ------------------ of Securities. Unless otherwise specified in or pursuant to this Indenture or the related Series Authorization, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture or the related Series Authorization, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If at any time provided in or pursuant to this Indenture or the Depositary for the related Series Authorization, with respect to Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such any series, or if at any time the Depositary for option of the Holder, Bearer Securities of such series shall no longer may be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary exchanged for the Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture or the related Series Authorization and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, 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 is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer 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 10.2, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the next succeeding 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture or the related Series Authorization, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture or the related Series Authorization. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture or the related Series Authorization, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days after of the date the Company receives such notice or becomes aware of such ineligibilityis so informed in writing, (ii) the Company’s election pursuant Company executes and delivers to Section 3.01 the Trustee a Company Order to the effect that such Securities global Security shall be represented by one so exchangeable, or more Securities in global form shall no longer be effective (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series and interests may be so exchanged, the Company will execute, and shall deliver to the Trustee, upon receipt of an Authentication Order for the authentication and delivery of Trustee definitive Securities of in such seriesform and denominations as are required by or pursuant to this Indenture or the related Series Authorization, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the U.S. Depository or Securities such other Depository as shall be specified in global form representing the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the U.S. Depository or such series other Depository, as the case may be (which instructions shall be in exchange writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture or the related Series Authorization) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture or the related Series Authorization) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or the U.S. Depository, as the case may be, or such other Depository or U.S. Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, Section 9.5 or Section 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture or the related Series Authorization, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of like tenor and the Trustee upon receipt same series under Section 11.4 and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such mailing, or (ii) to register the transfer of or exchange any Registered Security selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, without service charge:register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. With respect The Company shall cause to the Securities of each series, the Trustee shall keep be kept a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companythat, subject to such reasonable regulations as the Trustee Company may prescribe, shall provide for the registration of Securities and for the registration of transfers and exchanges of Securities. Such This register and, if there shall be in written form or in any more than one (1) Security Registrar, the combined registers maintained by all such Security Registrars, are herein sometimes referred to as the "Security Register." The Trustee is hereby appointed as the initial "Security Registrar" for the purpose of registering Securities. If a Person 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 at the Corporate Trust Office of than the Trustee or at such other office or agency to be maintained is appointed by the Company pursuant to Section 10.02 hereof. Upon due presentation for registration of transfer of any as Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofRegistrar, the Company shall executewill give the Trustee prompt notice of the appointment of the Security Registrar, and the Trustee shall authenticate have the right to inspect the Security Register at all reasonable times and deliverto obtain copies thereof, in and the name Trustee shall have the right to rely upon an Officer's Certificate executed on behalf of the designated transferee or transferees, one or more new Securities Security Registrar as to the names and addresses of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion Holders of the Securities of a series may not be transferred except as a whole by and the Depositary for such series to a nominee principal amounts and numbers 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 DepositarySecurities. At the option of the any Holder, Securities of any series may be exchanged for other Securities of the same series to be registered in the name of such series of any authorized denominationsHolder, of authorized denominations and of like tenor, maturity and aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such any office or agencyagency maintained for such purpose pursuant to Section 9.14(a). Whenever any Securities are so surrendered for exchange, the Company Mobile Energy Parties shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which that the Securityholder Holder making the exchange is entitled to receive. If at All Securities issued upon any time registration of transfer or exchange of Securities shall be the Depositary for valid obligations of each of the Mobile Energy Parties, 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 be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing. No service charge shall be required of any Holders participating in any transfer or exchange of Securities in respect of such transfer or exchange, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to Section 2.7, 6.6 or 11.7 not involving any transfer. The Security Registrar shall not be required (a) to issue, register the transfer of or exchange any Security of any series represented by one or more Securities in global form notifies during a period (i) beginning at the Company that it is unwilling or unable to continue as Depositary for opening of business fifteen (15) days before the Securities day of such series, or if at any time the Depositary for the mailing of a notice of redemption of Securities of such series shall no longer be eligible selected for redemption under Section 3.03 hereof, 6.2 or 7.2 and ending at the Company, by Company Order, shall appoint a successor Depositary with respect to close of business on the Securities day of such series. If a successor Depositary mailing and (ii) beginning on the Regular Record Date for the Securities Stated Maturity of such series is not appointed by the Company within 90 days after the Company receives such notice any installment of principal of or becomes aware payment of such ineligibility, the Company’s election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to interest on the Securities of such series and ending on the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities Stated Maturity of such seriesinstallment of principal or payment of interest or (b) to issue, will authenticate and deliver Securities register the transfer of such series or exchange any Security selected pursuant to clause (i) above for redemption in definitive formwhole or in part, except the unredeemed portion of any Security selected for redemption in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal part. Notwithstanding anything herein to the principal amount contrary, any transfer of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued may be subject to restrictions, if any, set forth in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal Series Supplemental Indenture relating to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:.

Registration, Transfer and Exchange. With respect The Company shall cause to be kept at the Securities Corporate Trust Office of each series, the Trustee shall keep 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 (herein sometimes referred to as the “Security "Register”") which shall provide for the registration of Securities of such series, and for transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as the Trustee it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfers of Registered Securities. 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 information contained in such register or registers Each Global Security authenticated under this Indenture shall be available for inspection at registered in the Corporate Trust Office name of the Trustee Depositary or at a nominee thereof and delivered to such other office Depositary or agency nominee thereof or to be maintained by the Company pursuant to Section 10.02 hereofa successor of such Depositary or nominee thereof, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof9.2 in a Place of Payment 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 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 tenor and containing identical terms and provisions, 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 Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount, tenor, amount and tenor and containing identical terms and Scheduled Maturity conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the -38- 47 face amount of such missing interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company, the Guarantors and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing interest coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by interest coupons shall be payable only upon presentation and surrender of those interest coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the interest coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such interest coupon is so surrendered with such Bearer Security, such interest coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such interest coupon, when due in accordance with the provisions of this Indenture. Any 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 3.05 notwithstandingSection, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive certificated form, a Global 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, Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive. -39- 48 If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof3.3, the Company, by Company Order, 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 election 's designation of the Depositary pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form 3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Company will and the Guarantors shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive certificated Securities of such series, will authenticate and deliver 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 definitive certificated form, in authorized denominations, denominations and in an aggregate principal amount, and of like terms and tenor, amount equal to the principal amount of the Global Security or Securities in global form representing of such series, series of like tenor in exchange for such Global Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Global Securities of any series issued in global form shall no longer be represented by such a Global Security or Securities in global formSecurities. In such event the Company will and the Guarantors shall execute, and the Trustee, upon receipt of an Authentication a Company Order for the authentication and delivery of definitive certificated Securities with Subordinated Guarantees endorsed thereon of such series and of the same terms and like tenor, will shall authenticate and deliver deliver, Securities with Subordinated Guarantees endorsed thereon of such series of like tenor in definitive certificated form, in authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities in global form representing of such series of like tenor in exchange for such Global Security or Securities in global form. If specified by the Company pursuant to Section 3.01 3.1 with respect to a series of Securities issued in global formSecurities, the Depositary for such series of Securities may surrender a Global Security in global form for of such series of Securities in exchange in whole or in part for Securities of such series in definitive certificated form and of like terms and tenor on such terms as are acceptable to the Company Company, the Guarantors and such Depositary. Thereupon, the Company and the Guarantors shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:,

Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Trustee Company shall keep cause to be kept a register (each such register being herein sometimes referred to as the “"Security Register”") which shall provide at an Office or Agency for the registration of Securities of such series, and for transfers of Securities of such series, series in accordance with information to be provided to the Trustee by the Companywhich, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the "Security Registrar" for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee may prescribe. Such register shall be in written form the initial Security Registrar for each series of Securities. 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 removal 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 replacement shall be available for inspection at the Corporate Trust Office effective until a successor Security Registrar with respect to such series of the Trustee or at such other office or agency to be maintained Securities shall have been appointed by the Company pursuant and shall have accepted such appointment. In the event that the Trustee shall not be or shall cease to Section 10.02 hereofbe 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 for each series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at the Corporate Trust any Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereofAgency for such 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 denominated as authorized denominationsin or pursuant to this Indenture, of a like aggregate principal amount, tenor, amount bearing a number not contemporaneously outstanding and containing identical terms and Scheduled Maturity Date. Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive 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 Depositaryprovisions. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of such the same series of containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at any Office or Agency for such office or agencyseries. 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. If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any time Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Depositary 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 is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related 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, shall 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 shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of a series represented by one which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or more pursuant to this Indenture, any global Security shall be exchangeable for definitive certificated Securities in global form only if (i) the Depository for such Securities notifies the Company that it is unwilling or unable to continue as Depositary a Depository for the Securities of such series, global Security or if at any time the Depositary Depository for such Securities ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and no successor Depository for such Securities shall have been appointed within 90 days of such series shall no longer notification or of the Company becoming aware of the Depository's ceasing to be eligible under Section 3.03 hereofso registered, as the case may be, (ii) the Company, by in its sole discretion, executes and delivers to the Trustee a Company OrderOrder to the effect that such global Security shall be so exchangeable, shall appoint a successor Depositary or (iii) an Event of Default has occurred and is continuing with respect to the Securities of such seriesSecurities. If the beneficial owners of interests in a successor Depositary global Security are entitled to exchange such interests for definitive Securities as the Securities result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such series is not appointed by interests may be so exchanged, the Company within 90 days after shall deliver to the Company receives Trustee definitive Securities in such notice form and denominations as are required by or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will executethis Indenture, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form. The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same series, containing identical terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the Depository, as the case may be (which instructions shall be in writing but need not be contained in or Securities accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in global form representing such series in exchange the Company Order with respect thereto to the Trustee, as the Company's agent for such Security or Securities in global form. If specified by the Company pursuant purpose, to Section 3.01 with respect to a series of Securities issued in global formbe exchanged, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in exchange in whole or in part part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of such the same series in definitive form of authorized denominations and of like terms tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and tenor as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the Depository, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository, or such other Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security 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 shall not be payable on such terms Interest Payment Date or proposed date for payment, as are acceptable the case may be, in respect of such Registered Security, but shall 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 shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such DepositarySecurity duly executed by the Holder thereof or his attorney duly authorized in writing. ThereuponNo service charge shall be made for any registration of transfer or exchange, or redemption of Securities or repayment of Securities at the Holder's option, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107, upon repayment in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Stock or other securities pursuant to its terms, in each case not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall executenot be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the Trustee upon receipt same series under Section 1103 and ending at the close of an Authentication Order for business on the authentication and delivery of definitive Securities day of such selection, or (ii) to register the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption, except in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall authenticate and deliverbe simultaneously surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, without service charge:register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.